CLSKCleanSpark
Deals with insiders in the proxy filed 2026-01-22
Deals between CLSK and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-01-22.
Policies and Procedures Regarding Related Party Transactions“On November 24, 2025, the Company provided an indemnity to Securities Transfer Corporation, the Company’s registered transfer agent (the “Transfer Agent”), in connection with the issuance of share certificates to replace lost, misplaced or stolen share certificates (the “Lost Certificates”) originally issued to the S M Schultz Irrevocable Trust (the “Trust”). S. Matthew Schultz, the Company’s Executive Chairman, is the Grantor of the Trust. On the same date, Mr. Schultz and the Trust entered into an indemnification agreement (the “Indemnification Agreement”) with the Company pursuant to which each of Mr. Schultz and the Trust jointly and severally indemnified the Company against any losses arising from the Lost Certificates or the replacement of the Lost Certificates and agreed to reimburse the Company for any payments the Company may make pursuant to the Company’s indemnification obligations to the Transfer Agent. The Lost Certificates represent 480,000 shares of the Company’s common stock, which are valued at $6,148,800 based on the closing sale price of the Company’s common stock on January 21, 2026. As of January 21, 2026, none of the Company, Mr. Schultz or the Trust have incurred any liabilities in connection with indemnification obligations described herein. The foregoing summary of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.75 attached to the Annual Report. Please see “Series A Preferred Stock” for a discussion of the dividend paid to stockholders of our Series A Preferred Stock.”
Read it in the proxy ↗
No longer reported 3 paragraphs of the proxy filed 2025-01-22 with nothing like them this year
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE“We describe below the transactions and series of similar transactions, since October 1, 2023, to which we were a party or will be a party, in which:”
Read it in last year's proxy ↗
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE“the amounts involved exceeded or will exceed $120,000; and • any of our directors, executive officers, holders of more than 5% of our capital stock, or any member of their immediate family had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control, and other arrangements with directors and executive officers, which are described where required under the section above titled “Summary Compensation Table.””
Read it in last year's proxy ↗
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE“Isaac Holyoak, who was our Chief Communications Officer from August 2022 through July 2024, is the brother-in-law of our CEO, Mr. Bradford. During the fiscal year ended September 30, 2024, he earned approximately $227,644 in total compensation (inclusive of the fair value of equity awards).”
Read it in last year's proxy ↗
The whole section
3 paragraphs quoted as filed
Policies and Procedures Regarding Related Party Transactions“Our Board has adopted a written policy setting forth policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related person. In reviewing and approving any such transactions, our Audit Committee is tasked to consider all relevant facts and circumstances, including whether the transaction is on terms comparable to those that could be obtained in an arm’s-length transaction and the extent of the related person’s interest in the transaction.”
Read it in the proxy ↗
Policies and Procedures Regarding Related Party Transactions“On November 24, 2025, the Company provided an indemnity to Securities Transfer Corporation, the Company’s registered transfer agent (the “Transfer Agent”), in connection with the issuance of share certificates to replace lost, misplaced or stolen share certificates (the “Lost Certificates”) originally issued to the S M Schultz Irrevocable Trust (the “Trust”). S. Matthew Schultz, the Company’s Executive Chairman, is the Grantor of the Trust. On the same date, Mr. Schultz and the Trust entered into an indemnification agreement (the “Indemnification Agreement”) with the Company pursuant to which each of Mr. Schultz and the Trust jointly and severally indemnified the Company against any losses arising from the Lost Certificates or the replacement of the Lost Certificates and agreed to reimburse the Company for any payments the Company may make pursuant to the Company’s indemnification obligations to the Transfer Agent. The Lost Certificates represent 480,000 shares of the Company’s common stock, which are valued at $6,148,800 based on the closing sale price of the Company’s common stock on January 21, 2026. As of January 21, 2026, none of the Company, Mr. Schultz or the Trust have incurred any liabilities in connection with indemnification obligations described herein. The foregoing summary of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.75 attached to the Annual Report. Please see “Series A Preferred Stock” for a discussion of the dividend paid to stockholders of our Series A Preferred Stock.”
Read it in the proxy ↗
Interests of Certain Persons in Matters To Be Acted Upon“Other than the election of directors, none of our directors, nominees for director, executive officers, any person who has served as a director or executive officer since the beginning of the last fiscal year, or their associates have any interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon at the 2026 Annual Meeting as described in this Proxy Statement.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗