CLEANSPARK, INC.·4

Feb 18, 9:06 PM ET

Vecchiarelli Gary Anthony 4

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

Research Summary

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CleanSpark (CLSK) CFO Gary Vecchiarelli Exercises RSUs and Sells Shares

What Happened
Gary Anthony Vecchiarelli, President and Chief Financial Officer of CleanSpark, exercised/converted a total of 71,231 derivative awards (69,625 + 1,606 shares) on Feb 13, 2026 at $0.00 (reported as code M). On Feb 18, 2026 he had 27,397 and 632 shares disposed (reported under code F for payment of exercise price or tax liability), generating $253,515 and $5,835 respectively — roughly $259,350 in proceeds. The filings also show the zero-dollar disposals on Feb 13 that reflect the conversion/exercise of the derivatives into common stock.

Key Details

  • Transaction dates: exercises/conversions on 2026-02-13; share dispositions/payments on 2026-02-18.
  • Prices: shares acquired on conversion at $0.00; shares disposed reported at weighted averages of $9.25 (range $9.0901–$9.4101, footnote F1) and $9.23 (range $9.2274–$9.2700, footnote F2). The reporting person can provide per-price details on request.
  • Proceeds: ~ $253,515 (27,397 sh) + $5,835 (632 sh) = ~$259,350.
  • Post-transaction holdings: Not specified in the excerpt provided — consult the full Form 4 for ending share totals.
  • Footnotes: Vesting schedules for related RSUs are noted (see F3–F5) — some awards vest over multi-year schedules (annual, semiannual, or quarterly installments). Codes M = option/derivative exercise/conversion; F = payment of exercise price or tax withholding.
  • Timeliness: Transaction date 2/13/2026; Form 4 filed 2/18/2026. Because Feb 16, 2026 was a federal holiday (Presidents’ Day), the filing appears to have been one business day late relative to the two-business-day Form 4 deadline.

Context
This appears to be a routine conversion/vesting of derivative awards (RSUs/options) followed by share dispositions to cover tax withholding or exercise-related obligations (a cashless- or sell-to-cover type event), rather than an open-market sell for investment. Such transactions are common when awards vest and do not necessarily indicate a change in the insider’s view of the company.

Insider Transaction Report

Form 4
Period: 2026-02-13
Transactions
  • Exercise/Conversion

    Common Stock

    2026-02-13+1,606620,575 total
  • Exercise/Conversion

    Common Stock

    2026-02-13+69,625690,200 total
  • Tax Payment

    Common Stock

    [F1]
    2026-02-18$9.25/sh27,397$253,515662,803 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-18$9.23/sh632$5,835662,171 total
  • Exercise/Conversion

    Restricted Stock Units

    [F4]
    2026-02-1369,625348,125 total
    Exercise: $0.00From: 2026-02-13Common Stock (69,625 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F5]
    2026-02-131,60611,242 total
    Exercise: $0.00From: 2026-02-13Common Stock (1,606 underlying)
Holdings
  • Common Stock

    618,969
  • Restricted Stock Units

    [F3]
    Exercise: $0.00Common Stock (429,515 underlying)
    429,515
  • Restricted Stock Units

    [F4]
    Exercise: $0.00Common Stock (417,750 underlying)
    417,750
  • Restricted Stock Units

    [F3]
    Exercise: $0.00Common Stock (557,000 underlying)
    557,000
  • Restricted Stock Units

    [F5]
    Exercise: $0.00Common Stock (12,848 underlying)
    12,848
Footnotes (5)
  • [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 RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.
  • [F4]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.
  • [F5]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/ Gary A. Vecchiarelli|2026-02-18

Documents

1 file
  • 4
    ownership.xmlPrimary

    4