Vecchiarelli Gary Anthony 4
4 · CLEANSPARK, INC. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
CleanSpark (CLSK) President/CFO Gary Vecchiarelli Exercises Options and Sells Shares
What Happened
Gary Anthony Vecchiarelli, CleanSpark’s President and Chief Financial Officer, exercised/converted 1,606 derivative securities on May 13, 2026 (exercise reported at $0.00). To satisfy tax withholding related to that exercise, 632 shares were disposed on May 14, 2026 at a weighted-average price of $13.98, producing proceeds of approximately $8,836. The Form 4 records the derivative conversion (M) and the tax-withholding share disposition (F).
Key Details
- Transaction dates: May 13, 2026 (exercise/conversion of 1,606 derivatives) and May 14, 2026 (632-share disposition for tax withholding).
- Prices & value: Tax-withholding shares sold at a weighted-average price of $13.97–$13.985 (reported as $13.98 avg); proceeds ≈ $8,836 (footnote F1 clarifies per-price breakdown available on request).
- Net shares from this event: 1,606 shares were converted; 632 were withheld/sold to cover taxes (implying 974 shares remain from this conversion unless other holdings or transactions apply).
- Shares owned after transaction: Not specified in the provided filing extract.
- Footnotes of note: F1 explains the weighted-average sale price breakdown; F2–F7 describe multiple outstanding RSU, LTIP and Strategic Transformation Performance Awards with various vesting schedules and performance/price targets (including market-price and power/operational milestones).
- Timeliness: Form filed May 14, 2026 for transactions on May 13–14, 2026 (filed the next day; not indicated as late).
Context
- Transaction codes: M = exercise/conversion of a derivative (e.g., option/RSU conversion); F = shares withheld/sold to satisfy exercise price or tax liability (commonly called a "sell-to-cover").
- This appears to be a routine exercise with partial sell-to-cover for taxes rather than an open-market sale expressing a view on the stock. It’s factual reporting of compensation-related activity, not an investment recommendation.
Insider Transaction Report
Form 4
CLEANSPARK, INC.CLSK
Vecchiarelli Gary Anthony
President, CFO
Transactions
- Exercise/Conversion
Common Stock
2026-05-13+1,606→ 63,777 total - Tax Payment
Common Stock
[F1]2026-05-14$13.98/sh−632$8,836→ 63,145 total - Exercise/Conversion
Restricted Stock Units
[F4]2026-05-13−1,606→ 9,636 totalExercise: $0.00From: 2026-05-13→ Common Stock (1,606 underlying)
Holdings
- 62,171
Common Stock
- 600,000(indirect: By Trust)
Common Stock
- 429,515
Restricted Stock Units
[F2]Exercise: $0.00→ Common Stock (429,515 underlying) - 557,000
Restricted Stock Units
[F2]Exercise: $0.00→ Common Stock (557,000 underlying) - 348,125
Restricted Stock Units
[F3]Exercise: $0.00→ Common Stock (348,125 underlying) - 11,242
Restricted Stock Units
[F4]Exercise: $0.00→ Common Stock (11,242 underlying) - 400,000
Restricted Stock Units
[F5]Exercise: $0.00→ Common Stock (400,000 underlying) - 300,000
Performance Stock Units
[F6]Exercise: $0.00→ Common Stock (300,000 underlying) - 1,202,500
Performance Stock Units
[F7]Exercise: $0.00→ Common Stock (1,202,500 underlying)
Footnotes (7)
- [F1]This is a weighted average of prices for all sales made on May 14, 2026 ranging from $13.9700 to $13.9850. 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]These RSUs vest in equal annual installments over three years on September 4, 2026, September 4, 2027, and September 4, 2028.
- [F3]These 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.
- [F4]These RSUs vest in equal quarterly installments on August 13, 2026, December 3, 2026, February 12, 2027, May 13, 2027, August 13, 2027, and December 3, 2027.
- [F5]These 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.
- [F6]Vesting 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.
- [F7]The 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.
Signature
/s/ Gary A. Vecchiarelli|2026-05-14