Form 4: CleanSpark CFO Gary Vecchiarelli Adjusts Equity Holdings

CleanSpark's President and CFO Gary Vecchiarelli converted restricted stock units and sold shares to cover tax obligations while maintaining a significant equity stake.

Summary

• Gary Vecchiarelli, CFO of CleanSpark, converted 1,606 Restricted Stock Units (RSUs) into common stock on May 13, 2026.
• On May 14, 2026, 632 shares were sold at a weighted average price of $13.9807 to satisfy tax withholding obligations.
• Following these transactions, Vecchiarelli directly owns 63,145 shares of common stock.
• Vecchiarelli maintains a significant indirect interest of 600,000 shares through the Vecchiarelli 2026 Qualified Annuity Trust.
• The reporting person holds millions of derivative securities, including RSUs and Performance Stock Units (PSUs) with vesting schedules extending to 2030.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as positive due to the high level of management alignment with aggressive long-term shareholder value targets, despite the routine tax-related sale.

Positives

• CFO maintains a substantial indirect holding of 600,000 shares, signaling long-term commitment.
• Management incentives are heavily tied to aggressive stock price targets, including thresholds at $18.80, $47.00, and $94.00.
• Operational performance goals are ambitious, with targets for power capacity reaching up to 2.5 GW.

Negatives

• The disposal of 632 shares, while for tax purposes, reduces direct ownership slightly.
• Vesting of a large portion of equity is contingent on extremely high stock price targets that may be difficult to achieve in volatile markets.

Risks

• Vesting of 300,000 LTIP units requires the stock to maintain a 20-day average price of at least $18.80 by March 20, 2027.
• Strategic Transformation Performance Awards (STPA) for 1,202,500 shares require stock prices between $47 and $94 before September 30, 2030.
• Operational risks exist in meeting the 1.0 GW to 2.5 GW power capacity milestones required for performance-based vesting.

Future Outlook

Management is heavily incentivized to drive significant share price appreciation and operational scaling over the next four years, with major milestones set for 2027 and 2030.

Management Comments

• Gary Vecchiarelli remains a major stakeholder with over 660,000 shares held directly or through a trust.
• Performance awards are structured to reward massive growth in both market capitalization and operational data center capacity.

Industry Context

StockSavvy.ai notes that CleanSpark's focus on scaling to 2.5 GW of power capacity aligns with the industry-wide race among Bitcoin miners to secure energy infrastructure ahead of future halving cycles and increasing network difficulty.

Comparison to Industry Standards

• The 2.5 GW power capacity target is significantly higher than the current operational capacities of major peers like Riot Platforms or Marathon Digital.
• The $94.00 stock price performance target represents an aggressive growth projection compared to standard executive compensation packages in the mid-cap tech sector.

Related Party Transactions

• Gary Vecchiarelli holds 600,000 shares indirectly through the Vecchiarelli 2026 Qualified Annuity Trust.

Stakeholder Impact

• Shareholders benefit from management being incentivized by high-performance price targets.
• The market may view the CFO's continued large holding as a sign of internal confidence.

Next Steps

• Monitor the company's progress toward the 600 MW and 1.0 GW power capacity milestones.
• Track the stock price relative to the $18.80 threshold for upcoming LTIP vesting.

Key Dates

Recommendation

The filing shows routine executive compensation activity and strong alignment with long-term goals, but does not provide a new fundamental catalyst for an immediate rating change.

Keywords

CleanSpark, CLSK, Gary Vecchiarelli, Insider Trading, Form 4, Restricted Stock Units, Performance Stock Units, Bitcoin Mining, Data Centers, Executive Compensation