CLEANSPARK, INC.·4

Feb 18, 9:02 PM ET

Schultz S. Matthew 4

4 · CLEANSPARK, INC. · Filed Feb 18, 2026

Research Summary

AI-generated summary of this filing

Updated

Cleanspark (CLSK) CEO S. Matthew Schultz Exercises Options and Sells Shares

What Happened
S. Matthew Schultz, CEO, Chairman and a director of Cleanspark (CLSK), exercised/converted derivatives on Feb 13, 2026 to acquire 236,650 shares (20,525 and 216,125 shares reported at $0.00). On Feb 18, 2026 he disposed of 104,126 of those shares (95,095 and 9,031 shares) to satisfy tax withholding obligations, generating aggregate proceeds of approximately $963,337 (weighted average sale prices reported as $9.25 and $9.23). The $0.00 acquisition price indicates conversion/vesting or a net/cashless exercise mechanism; the sales (code F) were to cover tax liabilities rather than open-market investment purchases.

Key Details

  • Transaction dates: conversions/exercises on 2026-02-13; shares sold/withheld for taxes on 2026-02-18.
  • Acquired (via exercise/conversion): 236,650 shares at $0.00.
  • Disposed (tax withholding): 95,095 shares at weighted avg ~$9.25 (range $9.0901–$9.4101) and 9,031 shares at weighted avg ~$9.23 (range $9.2274–$9.2700). Total reported proceeds ≈ $963,337. The filer will provide per-price sale quantities upon request (see footnotes).
  • Net change: +132,524 shares retained after the withholding (236,650 acquired − 104,126 withheld).
  • Footnotes: F3–F6 describe original option/RSU grant and vesting schedules (some awards vested/converted on Feb 13, 2026). Code breakdown: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (withholding sale).
  • Filing timing: Report filed 2026-02-18 for transactions on 2026-02-13 — filed after the transaction date (appears to be one business day late given the Feb 16 holiday).

Context
This appears to be a routine exercise/vesting event where an insider converted options/RSUs into stock and sold a portion to cover tax obligations (a common practice and not necessarily a directional bet on the company). The filings show a net increase in Schultz’s holdings of ~132,524 shares. As always, these transactions are factual disclosures and do not by themselves indicate the insider’s future view of the company.

Insider Transaction Report

Form 4
Period: 2026-02-13
Schultz S. Matthew
DirectorCEO & Chairman
Transactions
  • Exercise/Conversion

    Common Stock

    2026-02-13+20,5252,343,146 total
  • Exercise/Conversion

    Common Stock

    2026-02-13+216,1252,559,271 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-18$9.25/sh95,095$879,9522,464,176 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-18$9.23/sh9,031$83,3852,455,145 total
  • Exercise/Conversion

    Restricted Stock Units

    [F6]
    2026-02-13216,1251,080,625 total
    Exercise: $0.00From: 2026-02-13Common Stock (216,125 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F6]
    2026-02-1320,525143,673 total
    Exercise: $0.00From: 2026-02-13Common Stock (20,525 underlying)
Holdings
  • Common Stock

    2,322,621
  • Common Stock

    (indirect: By Trust)
    480,000
  • Common Stock

    (indirect: By Spouse)
    40,996
  • Series A Preferred

    500,000
  • Employee Stock Options (Right to Buy)

    [F3]
    Exercise: $23.00Exp: 2031-04-16Common Stock (400,000 underlying)
    400,000
  • Restricted Stock Units

    [F4]
    Exercise: $0.00Common Stock (627,753 underlying)
    627,753
  • Restricted Stock Units

    [F5]
    Exercise: $0.00Common Stock (1,296,750 underlying)
    1,296,750
  • Restricted Stock Units

    [F4]
    Exercise: $0.00Common Stock (1,729,000 underlying)
    1,729,000
  • Restricted Stock Units

    [F6]
    Exercise: $0.00Common Stock (164,198 underlying)
    164,198
Footnotes (6)
  • [F1]This is a weighted average of prices for sales made on February 18, 2026, ranging from $9.0901 to $9.4101. 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.
  • [F2]This is a weighted average of prices for sales made on February 18, 2026, ranging from $9.2274 to $9.2700. 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.
  • [F3]These Options were granted on April 16, 2021 and vested in equal monthly installments over 36 months.
  • [F4]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 semiannual installments over three years on February 13, 2026, September 4, 2026, February 13, 2027, September 4, 2027, February 13, 2028, and September 4, 2028.
  • [F6]These RSUs vest in equal quarterly installments on February 13, 2026, May 13, 2026, August 13, 2026, December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027.
Signature
/s/ S. Matthew Schultz|2026-02-18

Documents

1 file
  • 4
    ownership.xmlPrimary

    4