SEC Form 4 · accession 0001193125-26-386880
CLEANSPARK, INC. · CLSK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian Jay Carson
Officer — Chief Accounting Officer
Period of report
Sep 4, 2026
Accepted (ET)
Sep 9, 2026 · 9:38 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 | 93,612 | $0.00 | A | 140,933 | D | |
| Common StockF1,F3 | Sep 8, 2026 | F | 36,836 | $13.3371 | D | 104,097 | D | |
| Common Stock | Sep 4, 2026 | M | 16,375 | $0.00 | A | 120,472 | D | |
| Common StockF1,F4 | Sep 4, 2026 | F | 6,444 | $12.6089 | D | 114,028 | D | |
| Common Stock | Sep 4, 2026 | M | 43,666 | $0.00 | A | 157,694 | D | |
| Common StockF1,F3 | Sep 8, 2026 | F | 17,183 | $13.3371 | D | 140,511 | D | |
| Common Stock | holding | — | — | — | 47,321 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7 | $0.00 | Sep 4, 2026 | M | 93,612 | D | Sep 4, 2026 | — | Common Stock | 93,612 | 187,225 | D |
| Restricted Stock UnitsF8 | $0.00 | Sep 4, 2026 | M | 16,375 | D | Sep 4, 2026 | — | Common Stock | 16,375 | 65,500 | D |
| Restricted Stock UnitsF7 | $0.00 | Sep 4, 2026 | M | 43,666 | D | Sep 4, 2026 | — | Common Stock | 43,666 | 87,334 | D |
| Employee Stock Options (Right to Buy)F2 | $2.83 | holding | — | — | — | — | Oct 14, 2032 | Common Stock | 12,500 | 12,500 | D |
| Employee Stock Options (Right to Buy)F5 | $6.00 | holding | — | — | — | — | Jul 6, 2033 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Options (Right to Buy)F6 | $16.15 | holding | — | — | — | — | May 3, 2034 | Common Stock | 5,000 | 5,000 | D |
| Restricted Stock UnitsF7 | $0.00 | holding | — | — | — | — | — | Common Stock | 280,837 | 280,837 | D |
| Restricted Stock UnitsF8 | $0.00 | holding | — | — | — | — | — | Common Stock | 81,875 | 81,875 | D |
| Restricted Stock UnitsF7 | $0.00 | holding | — | — | — | — | — | Common Stock | 131,000 | 131,000 | D |
| Restricted Stock UnitsF9 | $0.00 | holding | — | — | — | — | — | Common Stock | 100,000 | 100,000 | D |
| Performance Stock UnitsF10 | $0.00 | holding | — | — | — | — | — | Common Stock | 75,000 | 75,000 | D |
Explanation of responses
- F1This transaction was made pursuant to a Rule 10b5-1(c) plan adopted on May 13, 2026.
- F10Vesting 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 75,000 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.
- F2These Options were granted on October 14, 2022 and vest in equal monthly installments over 36 months.
- F3This 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.
- F4This 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.
- F5These Options were granted on July 7, 2023 and vest in equal monthly installments over 36 months.
- F6These Options were granted on May 3, 2024 and vest in equal monthly installments over 36 months.
- F7These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.
- F8These 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.
- F9These 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.