SEC Form 4 · accession 0001193125-26-386874
CLEANSPARK, INC. · CLSK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary Anthony Vecchiarelli
Officer — President, CFO
Period of report
Sep 4, 2026
Accepted (ET)
Sep 9, 2026 · 9:32 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0000827876
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Sep 4, 2026 | M | 143,171 | $0.00 | A | 207,290 | D | |
| Common StockF1,F2 | Sep 8, 2026 | F | 56,338 | $13.3371 | D | 150,952 | D | |
| Common Stock | Sep 4, 2026 | M | 69,625 | $0.00 | A | 220,577 | D | |
| Common StockF1,F3 | Sep 4, 2026 | F | 27,397 | $12.6089 | D | 193,180 | D | |
| Common Stock | Sep 4, 2026 | M | 185,666 | $0.00 | A | 378,846 | D | |
| Common StockF1,F2 | Sep 8, 2026 | F | 73,060 | $13.3371 | D | 305,786 | D | |
| Common Stock | holding | — | — | — | 64,119 | D | ||
| Common Stock | holding | — | — | — | 600,000 | I | by Vecchiarelli 2026 Qualified Annuity Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4 | $0.00 | Sep 4, 2026 | M | 143,171 | D | Sep 4, 2026 | — | Common Stock | 143,171 | 286,344 | D |
| Restricted Stock UnitsF5 | $0.00 | Sep 4, 2026 | M | 69,625 | D | Sep 4, 2026 | — | Common Stock | 69,625 | 278,500 | D |
| Restricted Stock UnitsF4 | $0.00 | Sep 4, 2026 | M | 185,666 | D | Sep 4, 2026 | — | Common Stock | 185,666 | 371,334 | D |
| Restricted Stock UnitsF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 429,515 | 429,515 | D |
| Restricted Stock UnitsF5 | $0.00 | holding | — | — | — | — | — | Common Stock | 348,125 | 348,125 | D |
| Restricted Stock UnitsF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 557,000 | 557,000 | D |
| Restricted Stock UnitsF6 | $0.00 | holding | — | — | — | — | — | Common Stock | 8,030 | 8,030 | D |
| Restricted Stock UnitsF7 | $0.00 | holding | — | — | — | — | — | Common Stock | 400,000 | 400,000 | D |
| Performance Stock UnitsF8 | $0.00 | holding | — | — | — | — | — | Common Stock | 300,000 | 300,000 | D |
| Performance Stock UnitsF9 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,202,500 | 1,202,500 | D |
Explanation of responses
- F1This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026.
- F2This 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.
- F3This 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.
- F4These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.
- F5These 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.
- F6These RSUs vest in equal quarterly installments on December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027.
- F7These 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.
- F8Vesting 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 300,000 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.
- F9The 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 1,202,500 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.