Cleanspark (CLSK)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-09-04 10b5-1 Pre-arranged Plan: Yes --- Issuer --- Name: CLEANSPARK, INC. (CLSK) CIK: 0000827876 --- Reporting Owner --- Name: Schultz S. Matthew CIK: 0001625587 Role: Director, Officer (CEO & Chairman) --- Non-Derivative Transactions --- [Transaction #1] Security: Common Stock Date: 2026-09-04 | Code: M (Exercise of derivative) Shares: +209,042 | Price: $0.00 Shares Owned After: 2,687,383 | Ownership: D (Direct) [Transaction #2] Security: Common Stock Date: 2026-09-08 | Code: F (Payment of exercise/tax) Shares: -92,070 | Price: $13.34 Total Value: $1,227,946.80 Shares Owned After: 2,595,313 | Ownership: D (Direct) Footnotes: [F1] This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026. [F2] This is a weighted average of prices for all sales made on September 8-9, 2026 ranging from $13.1901 to $13.7001. Upon request, the Reporting Person will provide to the SEC, the Issuer, or any security holder of the Issuer full information regarding the number of shares sold at each separate date and price. [Transaction #3] Security: Common Stock Date: 2026-09-04 | Code: M (Exercise of derivative) Shares: +216,125 | Price: $0.00 Shares Owned After: 2,811,438 | Ownership: D (Direct) [Transaction #4] Security: Common Stock Date: 2026-09-04 | Code: F (Payment of exercise/tax) Shares: -95,095 | Price: $12.61 Total Value: $1,199,043.35 Shares Owned After: 2,716,343 | Ownership: D (Direct) Footnotes: [F1] This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026. [F3] This is a weighted average of prices for all sales made on September 4, 2026 ranging from $12.5601 to $12.6700. Upon request, the Reporting Person will provide to the SEC, the Issuer, or any security holder of the Issuer full information regarding the number of shares sold at each separate price. [Transaction #5] Security: Common Stock Date: 2026-09-04 | Code: M (Exercise of derivative) Shares: +576,333 | Price: $0.00 Shares Owned After: 3,292,676 | Ownership: D (Direct) [Transaction #6] Security: Common Stock Date: 2026-09-08 | Code: F (Payment of exercise/tax) Shares: -253,587 | Price: $13.34 Total Value: $3,382,115.18 Shares Owned After: 3,039,089 | Ownership: D (Direct) Footnotes: [F1] This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026. [F2] This is a weighted average of prices for all sales made on September 8-9, 2026 ranging from $13.1901 to $13.7001. Upon request, the Reporting Person will provide to the SEC, the Issuer, or any security holder of the Issuer full information regarding the number of shares sold at each separate date and price. --- Derivative Transactions --- [Transaction #1] Security: Restricted Stock Units Date: 2026-09-04 | Code: M (Exercise of derivative) Shares: -209,042 | Price: $0.00 Exercise Price: $0.00 Shares Owned After: 418,711 | Ownership: D (Direct) Footnotes: [F5] These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028. [Transaction #2] Security: Restricted Stock Units Date: 2026-09-04 | Code: M (Exercise of derivative) Shares: -216,125 | Price: $0.00 Exercise Price: $0.00 Shares Owned After: 864,500 | Ownership: D (Direct) Footnotes: [F6] These RSUs vest in equal semiannual installments over three years on September 4, 2026, February 13, 2027, September 4, 2027, February 13, 2028, and September 4, 2028. [Transaction #3] Security: Restricted Stock Units Date: 2026-09-04 | Code: M (Exercise of derivative) Shares: -576,333 | Price: $0.00 Exercise Price: $0.00 Shares Owned After: 1,152,667 | Ownership: D (Direct) Footnotes: [F5] These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028. --- Holdings --- [Holding #1] Security: Common Stock Ownership: D (Direct) [Holding #2] Security: Common Stock Ownership: I (Indirect) [Holding #3] Security: Common Stock Ownership: I (Indirect) [Holding #4] Security: Series A Preferred Ownership: D (Direct) [Holding #5] Security: Employee Stock Options (Right to Buy) Ownership: D (Direct) Footnotes: [F4] These Options were granted on April 16, 2021 and vested in equal monthly installments over 36 months. [Holding #6] Security: Restricted Stock Units Ownership: D (Direct) Footnotes: [F5] These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028. [F5] These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028. [Holding #7] Security: Restricted Stock Units Ownership: D (Direct) Footnotes: [F6] These RSUs vest in equal semiannual installments over three years on September 4, 2026, February 13, 2027, September 4, 2027, February 13, 2028, and September 4, 2028. [F6] These RSUs vest in equal semiannual installments over three years on September 4, 2026, February 13, 2027, September 4, 2027, February 13, 2028, and September 4, 2028. [Holding #8] Security: Restricted Stock Units Ownership: D (Direct) Footnotes: [F5] These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028. [F5] These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028. [Holding #9] Security: Restricted Stock Units Ownership: D (Direct) Footnotes: [F7] These RSUs vest in equal quarterly installments on December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027. [F7] These RSUs vest in equal quarterly installments on December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027. [Holding #10] Security: Restricted Stock Units Ownership: D (Direct) Footnotes: [F8] These RSUs vest in equal annual installments over three years on March 20, 2027, March 20, 2028, and March 20, 2029, subject to the Reporting Person's continued employment or service with the Issuer through each such date. [F8] These RSUs vest in equal annual installments over three years on March 20, 2027, March 20, 2028, and March 20, 2029, subject to the Reporting Person's continued employment or service with the Issuer through each such date. [Holding #11] Security: Performance Stock Units Ownership: D (Direct) Footnotes: [F9] Vesting of these Long-Term Incentive Plan ("LTIP") awards is contingent on the common stock achieving a specified target market price of at least $18.80 based on a 20-trading day average during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029. The reported LTIP awards do not include LTIP awards in respect of a maximum of 480,000 shares of common stock for which such awards will vest in accordance with their terms upon achievement of specified performance goals tied to gross power under leases to customers for data centers, with threshold performance at 600 MW gross and maximum payout at 800 MW gross, during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029. [F9] Vesting of these Long-Term Incentive Plan ("LTIP") awards is contingent on the common stock achieving a specified target market price of at least $18.80 based on a 20-trading day average during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029. The reported LTIP awards do not include LTIP awards in respect of a maximum of 480,000 shares of common stock for which such awards will vest in accordance with their terms upon achievement of specified performance goals tied to gross power under leases to customers for data centers, with threshold performance at 600 MW gross and maximum payout at 800 MW gross, during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029. [Holding #12] Security: Performance Stock Units Ownership: D (Direct) Footnotes: [F10] The number of shares under these Strategic Transformation Performance Awards ("STPA") represents the maximum number of common shares for which the STPAs will vest upon the Issuer's common stock achieving target market prices, based on a 20-trading day average, with threshold performance at $47 per share and maximum payout at $94 per share, before September 30, 2030, subject to the Reporting Person remaining employed by the Issuer on September 30, 2030. The reported STPA awards do not include 1,816,000 shares of common stock that vest upon achievement of performance goals tied to power under leases to customers for data centers that are operationally ready to host IT equipment and deliver services (RFS), with threshold performance at 1.0 GW and maximum payout at 2.5 GW, before September 30, 2030, subject to the Reporting Person remaining employed by the Issuer on September 30, 2030. [F10] The number of shares under these Strategic Transformation Performance Awards ("STPA") represents the maximum number of common shares for which the STPAs will vest upon the Issuer's common stock achieving target market prices, based on a 20-trading day average, with threshold performance at $47 per share and maximum payout at $94 per share, before September 30, 2030, subject to the Reporting Person remaining employed by the Issuer on September 30, 2030. The reported STPA awards do not include 1,816,000 shares of common stock that vest upon achievement of performance goals tied to power under leases to customers for data centers that are operationally ready to host IT equipment and deliver services (RFS), with threshold performance at 1.0 GW and maximum payout at 2.5 GW, before September 30, 2030, subject to the Reporting Person remaining employed by the Issuer on September 30, 2030. --- Footnotes (Complete Index) --- F1: This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026. F10: The number of shares under these Strategic Transformation Performance Awards ("STPA") represents the maximum number of common shares for which the STPAs will vest upon the Issuer's common stock achieving target market prices, based on a 20-trading day average, with threshold performance at $47 per share and maximum payout at $94 per share, before September 30, 2030, subject to the Reporting Person remaining employed by the Issuer on September 30, 2030. The reported STPA awards do not include 1,816,000 shares of common stock that vest upon achievement of performance goals tied to power under leases to customers for data centers that are operationally ready to host IT equipment and deliver services (RFS), with threshold performance at 1.0 GW and maximum payout at 2.5 GW, before September 30, 2030, subject to the Reporting Person remaining employed by the Issuer on September 30, 2030. F2: This is a weighted average of prices for all sales made on September 8-9, 2026 ranging from $13.1901 to $13.7001. Upon request, the Reporting Person will provide to the SEC, the Issuer, or any security holder of the Issuer full information regarding the number of shares sold at each separate date and price. F3: This is a weighted average of prices for all sales made on September 4, 2026 ranging from $12.5601 to $12.6700. Upon request, the Reporting Person will provide to the SEC, the Issuer, or any security holder of the Issuer full information regarding the number of shares sold at each separate price. F4: These Options were granted on April 16, 2021 and vested in equal monthly installments over 36 months. F5: These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028. F6: These RSUs vest in equal semiannual installments over three years on September 4, 2026, February 13, 2027, September 4, 2027, February 13, 2028, and September 4, 2028. F7: These RSUs vest in equal quarterly installments on December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027. F8: These RSUs vest in equal annual installments over three years on March 20, 2027, March 20, 2028, and March 20, 2029, subject to the Reporting Person's continued employment or service with the Issuer through each such date. F9: Vesting of these Long-Term Incentive Plan ("LTIP") awards is contingent on the common stock achieving a specified target market price of at least $18.80 based on a 20-trading day average during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029. The reported LTIP awards do not include LTIP awards in respect of a maximum of 480,000 shares of common stock for which such awards will vest in accordance with their terms upon achievement of specified performance goals tied to gross power under leases to customers for data centers, with threshold performance at 600 MW gross and maximum payout at 800 MW gross, during the period ending March 20, 2027, subject to the Reporting Person remaining employed by the Issuer on the vesting date of March 20, 2029. --- Signature --- /s/ /s/ S. Matthew Schultz (2026-09-09)