Carson Brian Jay 4

What Happened

• Carson Brian Jay, CleanSpark’s Chief Accounting Officer, was granted two derivative awards on March 20, 2026 totaling 175,000 shares (100,000 + 75,000). Each grant is reported at $0.00 per share (no cash paid at grant) and is recorded as an award/grant (transaction code A), not an open-market purchase or sale.

Key Details

• Transaction date: 2026-03-20; Filing date: 2026-03-24 (filed within the SEC’s two-business-day window).
• Reported consideration: $0.00 per share (derivative awards, not cash purchases).
• Shares received: 100,000 and 75,000 (total 175,000); shares owned after the transaction are not shown in the provided excerpt.
• Notable footnotes in the filing:
  • F7: Certain RSUs vest in equal annual installments on March 20, 2027, March 20, 2028, and March 20, 2029, subject to continued employment.
  • F8: Some LTIP awards vest only if the common stock meets a target market price (at least $18.80 based on a 20-trading-day average by March 20, 2027) and then vest on March 20, 2029, subject to continued employment; additional LTIP awards are tied to operational performance goals (MW targets) with threshold and maximum payouts.
• Transaction code meaning: A = Grant/Award; the entry is for derivative awards (e.g., RSUs/LTIP), not immediate stock purchases or exercises.

Context

• These awards are compensation grants common for executives and typically vest over time or upon achieving performance targets; they do not represent an immediate cash outlay by the insider nor an immediate sale of shares.
• Because vesting is tied to continued employment and, for some awards, stock-price or operational performance targets, the awards may never convert to shares unless conditions are met.