UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
 

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

CLEANSPARK, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Notice of Annual Meeting of Stockholders

TO BE HELD ON MARCH 3, 2026

NOTICE IS HEREBY GIVEN that the Annual Meeting of the stockholders (the “Meeting”) of CleanSpark, Inc. (the “Company,” ”CleanSpark,” “we,” or “us”) will be held on March 3, 2026, at 1:00 PM PST / 4:00 PM EST. We have adopted a completely virtual format for the Meeting to provide a convenient experience to all stockholders regardless of location. You may attend, vote, and submit questions during the Meeting via the Internet at www.proxydocs.com/CLSK. You may also attend the Meeting by proxy and may submit questions ahead of the Meeting through the designated website. For more information about the virtual meeting, please see “Questions and Answers Regarding This Solicitation and Voting at the Meeting” beginning on page 69 of the accompanying proxy statement (the “Proxy Statement”).

The purpose of the Annual Meeting is as follows:

We also will transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The close of business on January 9, 2026, has been fixed as the record date for determining stockholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. A complete list of stockholders entitled to vote at the meeting will be available for any stockholder’s examination during ordinary business hours at our principal executive offices located at 10624 S. Eastern Ave., Suite A-638, Henderson, Nevada 89052, beginning two business days after the date of this notice and continuing through the Meeting.

Your vote is important no matter how large or small your holdings in the Company may be. Even if you expect to attend the Meeting virtually, please vote as soon as possible by one of the following methods:

Voting in advance will not limit your right to virtually attend or to vote at the Meeting. For more information about voting, please see “Questions and Answers Regarding This Solicitation and Voting at the Meeting” beginning on page 69 of the accompanying Proxy Statement.

The Notice of Internet Availability of Proxy Materials contains instructions on how to access the Proxy Statement and our 2025 Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (the “Annual Report”), both of which will be available online at www.proxydocs.com/CLSK on or about January 22, 2026. These documents also will be available on our website at investors.cleanspark.com/financials/sec-filings/.

By Order of the Board of Directors

Leighton R. Koehler

Corporate Secretary

Henderson, Nevada

January 22, 2026

Table of Contents

Proxy Statement for

Annual Meeting of Stockholders

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of CleanSpark, Inc. (the “Company,” “CleanSpark,” “we,” or “us”) for use at the annual meeting of stockholders (the “2026 Annual Meeting,” the “Annual Meeting,” or the “Meeting”) of the Company to be held on March 3, 2026 at 1:00 PM PST / 4:00 PM EST. We have adopted a completely virtual format for our Meeting to provide a convenient experience to all stockholders regardless of location. As we have learned in the past, hosting a virtual meeting enables increased stockholder attendance and participation from locations around the world, which provides for a more meaningful forum. You may attend, vote, and submit questions during the Meeting via the Internet at www.proxydocs.com/CLSK. You may also attend the Meeting by proxy and may submit questions ahead of the Meeting through the designated website. The virtual format allows us to communicate more effectively via a pre-meeting portal that stockholders can enter by visiting www.proxydocs.com/CLSK and logging in with their control number. We encourage you to log on in advance and ask any questions you may have, which we will try to answer during the Meeting. We recommend that you log in to the Meeting at www.proxydocs.com/CLSK a few minutes before the scheduled meeting time on March 3, 2026 to ensure you are logged in when the Meeting starts. For further information about the virtual Meeting, please see “Questions and Answers Regarding This Solicitation and Voting at the Meeting” beginning on page 69 of this Proxy Statement. This Proxy Statement and the enclosed proxy card will be made available to our stockholders on or about January 22, 2026.

Only stockholders of record at the close of business on January 9, 2026 (the “Record Date”), are entitled to notice of, and to vote at, the Meeting. At the close of business on the Record Date, 255,750,361 shares (excluding treasury shares) of the Company’s common stock, par value $0.001 per share (“Common Stock”), were issued and outstanding, and 1,750,000 shares of the Company’s Series A Preferred Stock, par value $0.001 per share (“Preferred Stock”), were issued and outstanding. At the close of business on the Record Date, the Common Stock was held by 195 holders of record and the Preferred Stock was held by four holders of record. Shares cannot be voted at the Meeting unless the holder thereof as of the Record Date is present or represented by proxy. The presence, virtually or by proxy, of the holders of at least one-third (1/3) of the collective voting power of the Company’s outstanding shares of capital stock as of the Record Date will constitute a quorum for the transaction of business at the Meeting and any adjournment or postponement thereof.

Our Board has selected Gary A. Vecchiarelli to serve as the holder of proxies for the Meeting. The shares of capital stock represented by each executed and returned proxy will be voted by Mr. Vecchiarelli in accordance with the directions indicated on the proxy card. If you sign your proxy card without giving specific instructions, Mr. Vecchiarelli will vote your shares “FOR” the proposals being presented at the Meeting. The proxy also confers discretionary authority to vote the shares authorized to be voted thereby on any matter that may be properly presented for action at the Meeting; we currently know of no other business to be presented at the Meeting.

Any proxy given may be revoked by the person giving it at any time before it is voted at the Meeting. If you have not voted through your broker, there are three ways for you to revoke your proxy and change your vote. First, you may send a written notice to the Company’s Secretary stating that you would like to revoke your proxy. Second, you may complete and submit a new proxy card, but it must bear a later date than the original proxy card. Third, you may vote virtually at the Meeting. However, your attendance at the Meeting will not, by itself, revoke your proxy. If you have instructed a broker to vote your shares, you must follow the directions you receive from your broker to change your vote. Your last submitted proxy will be the proxy that is counted. Please note that dissenters’ rights are not available with respect to any of the proposals to be voted on at the Meeting.

We pay the cost of soliciting the proxies. Our directors, officers, and employees may solicit proxies by telephone, facsimile, or personal solicitation. We will not pay additional compensation for any of these services.

Company Overview

CleanSpark is a digital infrastructure company focused on the development, ownership, and operation of large-scale data centers supporting Bitcoin mining and other compute-intensive workloads. We operate a geographically diversified portfolio of facilities across the United States and emphasize disciplined capital allocation, operational efficiency, and long-term value creation.

Bitcoin mining has historically been the Company’s principal business activity and remains a core focus. Our operations are designed to leverage competitively priced power, purpose-built infrastructure, and efficient fleet management to support reliable, scalable mining operations. We believe responsible infrastructure development and operational excellence are critical to sustaining performance in a highly competitive and rapidly evolving industry.

Building on the expertise developed through our Bitcoin mining operations, we are also evaluating opportunities to expand portions of our data center platform to support high-performance computing (“HPC”) and artificial intelligence (“AI”) workloads. This strategic evolution reflects our experience in power procurement, infrastructure design, and facility operations, as well as our focus on flexibility and long-term optionality. While Bitcoin mining remains our primary revenue-generating activity, we believe expanding our capabilities may enhance the durability of our platform over time.

CleanSpark operates with a long-term perspective, emphasizing transparency, responsible development, and engagement with the communities in which we operate. We believe our integrated approach to energy, infrastructure, and operations positions the Company to pursue sustainable growth while adapting to evolving technology and market dynamics.

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement; it does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting. Disclosures in this Proxy Statement generally pertain to matters related to our most recently completed fiscal year, which ended on September 30, 2025.

VOTING MATTERS AND BOARD RECOMMENDATION

CEO Transition

On August 10, 2025, CleanSpark co-founder and CEO Zachary K. Bradford resigned as an officer and director, and the Board appointed S. Matthew Schultz to the CEO position. Mr. Schultz, also a co-founder of CleanSpark, previously served as CEO from 2014 to 2019. He will continue to serve as Chairman.

Business Highlights

Director Election

The following table introduces our current directors, all of whom are standing for re-election this year. Directors are elected annually by a plurality of votes cast. At the 2026 Annual Meeting, proxies cannot be voted for more than five nominees.

All of the directors are independent, except Mr. Schultz.

Governance Highlights

Our Board is committed to robust corporate governance practices, which it believes help us compete more effectively and build long-term stockholder value. Highlights of our corporate governance practices appear below.

Executive Compensation Highlights

Our executive compensation program is designed to reward both short- and long-term stock price appreciation and progress on strategic and operational goals. As shown below and discussed in more detail in this proxy statement, in fiscal year 2025, as in prior years, a significant portion of direct compensation for our Named Executive Officers (“NEOs”) was variable and performance-based.

Complete details of our executive compensation appear in the “Compensation Discussion & Analysis,” which begins on page 34, and in the 2025 “Summary Compensation Table” on page 45.

At our 2021 annual meeting, our stockholders approved our proposal to hold advisory votes on executive compensation every two years. Our last say-on-pay vote occurred at the 2025 annual meeting, at which approximately 76% of stockholder votes cast were in favor of our say-on-pay proposal. Our next advisory vote on executive compensation will occur at the 2027 annual meeting.

Board Diversity & Skills

As required by our Corporate Governance Guidelines, when evaluating candidates, the Nominating Committee aims for a broad set of experience and skills in order to form a board that can consider problems and solutions from a wide variety of perspectives. CleanSpark does not want a homogenous board that never disagrees. To the contrary, dissent and discussion are welcome.

CleanSpark does not have a formal policy with regard to diversity in identifying and evaluating director nominees. Nevertheless, our Corporate Governance Guidelines direct the Nominating Committee to consider diversity—broadly defined to mean diversity of opinions, perspectives, personal and professional experience, and backgrounds, including geographic background, educational background, and professional background, as well as other differentiating characteristics. In evaluating the suitability of individual candidates (both new and incumbent), the Nominating Committee, in recommending candidates, and the Board, in approving or appointing candidates, will take into account many factors, including the following:

Our Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of CleanSpark’s business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

BOARD SKILLS

In furtherance of these objectives, the Board has identified certain skills and areas of experience that it believes are particularly relevant to effective oversight of the Company’s strategy, operations, and risk profile at this stage of its development. The following skills and experience matrix highlights the collective capabilities of the Board, reflecting the range of expertise the Board considers important in carrying out its fiduciary responsibilities and supporting long-term value creation.

Energy & Infrastructure: Experience overseeing, developing, financing, or operating large-scale energy, power generation, grid-connected, or infrastructure-intensive assets, including expertise in energy markets, infrastructure deployment, and operational reliability.

Data Centers & High-Performance Computing: Experience with the design, construction, operation, or scaling of data centers or other high-performance computing environments, including power optimization, cooling, uptime, and capital-intensive infrastructure management.

Digital Assets & Bitcoin Mining: Experience with digital assets and blockchain-based systems, including Bitcoin mining operations, digital asset custody, treasury management, network economics, and the operational, regulatory, and financial considerations unique to the digital asset industry.

Project & Site Development: Expertise in identifying, permitting, developing, and executing large-scale projects or sites, including site selection, regulatory approvals, construction oversight, and coordination of multi-disciplinary teams.

Financial, Accounting, & Capital Markets: Experience in financial reporting, accounting principles, internal controls, financial analysis, budgeting, audit oversight, capital formation, financing transactions, balance sheet management, and engagement with public equity and debt markets, including oversight of liquidity, leverage, and financing strategy.

Policy, Regulatory, & Public Company Governance: Experience navigating regulatory, policy, or governmental frameworks applicable

to public companies, including compliance oversight, regulatory risk management, and corporate governance practices.

Cybersecurity & Technology Risk: Experience overseeing cybersecurity, information security, or technology risk management, including data protection, system resilience, incident response, and enterprise risk governance.

Executive Leadership: Experience serving in senior executive or leadership roles, including responsibility for setting strategy, managing organizations, overseeing risk, and driving operational and financial performance.

Strategy and Innovation: Experience developing, evaluating, and executing corporate strategy, including long-term planning, capital allocation, competitive analysis, and innovation initiatives.

Global Business: Experience operating, managing, or advising businesses with international operations, cross-border transactions, global supply chains, or exposure to foreign markets and regulatory environments.

As shown below, our directors bring these critical skills to their work on the Board.

DIRECTOR SKILLS AND DEMOGRAPHIC MATRIX

Stockholder Recommendations and Proxy Access

We do not have a formal policy concerning stockholder recommendations of nominees. To date, we have not received any recommendations from stockholders requesting the Nominating Committee to consider a candidate for CleanSpark’s slate of nominees. However, the absence of such a policy does not mean that stockholder recommendations are unwelcome. Stockholders who wish to recommend a candidate may do so by sending a written notice to the Nominating Committee, Attn: Chairman, CleanSpark, Inc., 10624 S. Eastern Ave., Suite A-638, Henderson, Nevada 89052, naming the proposed candidate and providing detailed biographical and contact information for such proposed candidate.

Our Bylaws contain proxy access provisions that permit a stockholder, or a group of up to 20 stockholders, owning continuously 3% or more of CleanSpark’s outstanding common stock for at least three years to nominate and include in our proxy materials up to 20% of the Board (or if such amount is not a whole number, the closest whole number below 20%, but not less than two directors). Both the nominating stockholder(s) and the nominee(s) must satisfy the requirements set forth in our Bylaws, which are available on our website in the “Investors—Governance” pages.

See “Stockholders’ Proposals for the 2027 Annual Meeting” on page 75 for more information on stockholder recommendations and proxy access.

Limitation of Service on Other Boards

Our Corporate Governance Guidelines provide that no director may serve on the board of directors of more than three other public companies, and that no member of the Audit Committee of the Board (the “Audit Committee”) may serve on the audit committee of more than two other public companies. Directors must advise the Board before accepting any invitation to serve on the board of another public company. Currently no CleanSpark director serves on the board of any other public company.

No executive officer of CleanSpark may join the board of directors of another company without the prior written approval of the Board, and no other officer, employee, or personnel may join the board of directors of another company without the prior written approval of the Chief Executive Officer.

Term Limits

The Board does not believe it should establish term limits for directors. Term limits cause us to lose the valuable contributions of directors who have been able to develop, over a period of time, increasing insight into CleanSpark and its operations. As an alternative to term limits, the Nominating Committee reviews each director’s performance and contributions on the Board over the past year whenever directors are considered as nominees for re-election.

Board Matters and
Corporate Governance

Role of the Board

The Board is responsible for establishing broad corporate policies and reviewing our overall performance; management is responsible for day-to-day operations. The primary responsibility of the Board is to oversee the management of CleanSpark and, in doing so, serve the best interests of CleanSpark and its stockholders. In addition, the Board:

Management keeps the directors informed through regular communication, including written reports and presentations at Board and committee meetings.

Governing Documents

Our Corporate Governance Guidelines, Code of Business Conduct and Ethics (the “Code of Ethics”), Insider Trading Policy (the “Insider Trading Policy”), Clawback Policy (as defined hereinafter), and committee charters, among other materials, are available, free of charge, on our website at investors.cleanspark.com/governance/. The information contained on our website is not incorporated by reference in, or considered part of, this Proxy Statement.

Our Code of Ethics applies to all of our directors, officers, employees, and consultants, including our principal executive officer, principal financial officer, principal accounting officer or controller, or individuals performing similar functions. We intend to post on our website all disclosures that are required by law or Nasdaq rules concerning any amendments to, or waivers from, any provision of the Code of Ethics.

We will provide a copy of any of these documents, free of charge, to any stockholder upon written request to CleanSpark, Inc., 10624 S. Eastern Ave., Suite A-638, Henderson, Nevada 89052.

Board Independence

Our Board size is currently set at five members. Our Board has determined that Larry McNeill, Roger P. Beynon, Amanda Cavaleri, and Dr. Thomas L. Wood are each independent directors in accordance with Nasdaq listing requirements. Nasdaq’s independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of the director’s family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exist, that, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to CleanSpark and our management. There are no family relationships between or among any of our directors or executive officers.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board may select its Chairman and the Chief Executive Officer in any ways it considers in the interests of CleanSpark. The Board has no policy with respect to the separation of the offices of Chairman and Chief Executive Officer. Although currently those two roles are both held by Mr. Schultz, the Board has not adopted a formal policy requiring that arrangement. Our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate to ensure the interests of CleanSpark and its stockholders are best served.

The duties, responsibilities, and tenure of the Chairman of the Board are established by the Board of Directors. Such duties and responsibilities include:

If the office of Chairman of the Board is held by the Chief Executive Officer or another person who is not an independent director, the independent directors may designate one independent director to serve as the “Lead Independent Director.” Mr. McNeill has served as the Board’s Lead Independent Director since October 1, 2024.

The rights and duties of the Lead Independent Director include:

The Board may delegate additional rights and duties to the Lead Independent Director to assist the Board in fulfilling its responsibilities. The independent directors determine the term of the Lead Independent Director.

Board Committees

Our Board has established three standing committees: an Audit Committee, a Compensation Committee, and a Nominations and Corporate Governance Committee. Each Board committee operates under a charter that has been approved by our Board. The three charters are available on the “Investors—Governance” pages of our website.

The following table provides information about the current membership for each Board committee:

Audit Committee

Compensation Committee

Nominations and Corporate Governance Committee

Board’s Role in Risk Management

Risk assessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations.

Our Board of Directors does not have a standing risk management committee. Instead, this oversight function is administered directly through the Board of Directors as a whole, as well as through the Board’s standing committees, each of which addresses risks inherent in its respective areas of oversight.

The Board regularly discusses with management our major risk exposures, their potential impact on our business, and the steps we take to manage them. The risk oversight process includes receiving regular reports from Board committees and members of senior management to enable our Board to understand CleanSpark’s risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic, and reputational risk. Matters of significant strategic risk and enterprise-wide risk exposures are considered by our Board as a whole.

The Audit Committee reviews information regarding liquidity and operations and oversees our management of financial and cybersecurity risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related party transactions. Periodically, the Audit Committee reviews our policies with respect to risk assessment, risk management, loss prevention, and regulatory compliance. Oversight by the Audit Committee includes direct communication with our external auditors and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor, or control such exposures.

The Compensation Committee is responsible for assessing whether any of our compensation policies or programs have the potential to encourage excessive risk-taking. In fulfilling this role, the Compensation Committee periodically reviews the design and operation of the Company’s executive and incentive compensation programs to evaluate the extent to which such programs appropriately balance risk and reward and align management incentives with the Company’s long-term strategic objectives and stockholder interests. The Compensation Committee also reviews disclosures regarding compensation-related risk included in the Company’s proxy statement and discusses with management any identified risks arising from compensation practices, as well as actions that may be taken to mitigate such risks. Where appropriate, the Compensation Committee coordinates with management and other Board committees regarding compensation-related matters that may have broader enterprise-wide risk implications.

The Nominating Committee reviews compliance with external and internal policies, procedures, and practices in relation to CleanSpark’s corporate governance and consistent with CleanSpark’s charter and bylaws and otherwise considers governance-related matters that may affect the Company’s risk profile. The Nominating Committee also reviews and evaluates the succession plans relating to the CEO and other executive officers of the Company and makes recommendations to the Board with respect to those plans.

Our management is responsible for day-to-day management of risk. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include focused discussions and analyses of the risks facing us.

We have an established IT Steering and Risk Committee, formed of senior company leadership, that evaluates all cybersecurity matters. This committee meets at least semi-annually and provides recommendations to the Audit Committee with respect to our information technology use and protection, including data governance, privacy, compliance, and cybersecurity. The Audit Committee, as necessary, reports any findings and recommendations to the Board. As cyber threats evolve and as our cybersecurity program matures, the Board will consider further developing specific cybersecurity oversight functions and protocols.

Stockholder Engagement

We are committed to regular engagement with our stockholders and solicited our stockholders’ views regularly and broadly in 2025.

Stockholders who wish to communicate with our Board may do so by e-mail by using the following email address: ir@cleanspark.com, or by submitting a comment via our website at cleanspark.com in the Contact section. Communications sent in accordance with this process will be transmitted to the appropriate Board members.

Meetings and Attendance

Each director is expected to prepare for, attend, and participate in meetings of the Board and of any Board committee on which he or she serves and to attend each annual meeting of CleanSpark stockholders. During fiscal year 2025, there were 10 Board meetings, some of which were held virtually. Each director attended at least 75% of the total number of meetings of the Board and meetings of any committee of the Board on which such director served during the time each such individual was serving as a director. Each of our directors attended the 2025 annual meeting of stockholders.

The independent directors meet in regularly scheduled executive sessions, in conjunction with regularly scheduled Board meetings. The independent directors may meet without management present at such other times as determined by the Lead Independent Director or by any other independent director.

Insider Trading Policy

Our Board has adopted the Insider Trading Policy which we believe is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and Nasdaq listing standards. The Insider Trading Policy governs the purchase, sale, and other dispositions of CleanSpark securities, whether by the Company or otherwise, including unvested equity incentive awards, and applies to all of our directors, officers, and employees and all independent contractors or consultants who have access to material non-public information. Among other things, the policy prohibits covered individuals and any entities they control from engaging in hedging or monetization transactions or similar arrangements with respect to CleanSpark securities that hedge or offset, or are designed to hedge or

offset, any decrease in the market value of those securities. The policy also prohibits covered individuals from holding CleanSpark securities in a margin account or pledging CleanSpark securities as collateral for a loan. The Insider Trading Policy is available on the “Investors—Governance” pages of our website.

Director Resignation

Management directors are expected to resign from the Board immediately when their employment with CleanSpark terminates unless otherwise requested by the Board. Upon termination of an independent director’s primary occupation or other significant change in business or professional circumstances, such director must offer his or her resignation to the Board effective upon acceptance by the Board. The Board will decide whether to accept such resignation in its sole discretion. The Board does not believe that directors who retire from or change the primary occupation that they held when they were first elected to the Board should necessarily leave the Board in every instance. However, the Board shall have the opportunity to review the continued appropriateness of Board membership under the circumstances.

Communications With Our Board of Directors

CleanSpark believes that communication between the Board, stockholders, and other interested stakeholders is an important part of corporate governance. To this end, the Board provides a process for stockholders to send communications to the Board, any individual director, or the non-management directors as a group, through the Chairman. Communications may be sent in writing to:

S. Matthew Schultz, Chairman of CleanSpark, Inc.

c/o Secretary

10624 S. Eastern Ave., Suite A-638

Henderson, Nevada 89052

Or by email to: legal@cleanspark.com

The Corporate Secretary will act as agent for the Chairman in facilitating direct communications to the Board. In that capacity, the Secretary will:

Communications regarding individual grievances or other interests that are personal to the party submitting the communication, communications regarding ordinary day-to-day business operations, and communications that contain offensive, obscene, or abusive content will not be forwarded.

Director Compensation

Overview

Compensation for our non-employee directors is designed to be competitive with compensation for directors of similarly situated technology companies, to link rewards to business results and stockholder returns, and to align stockholder and director interests through direct ownership of CleanSpark common stock. Our non-employee director compensation program consists primarily of a cash component and an equity component. Non-employee directors do not receive fees for attending Board or committee meetings or for meeting with stockholders. Our Chief Executive Officer is not paid additional compensation for service as a director.

Cash Retainer

Each non-employee director received an annual cash retainer of $120,000, which was paid in twelve equal monthly installments beginning with the date the non-employee director was elected to the Board. In addition, non-employee directors received an annual cash fee of $15,000 for service as a member of an independent committee of the Board, an annual cash fee of $25,000 for service as chair of an independent committee of the Board, and an annual cash fee of $25,000 for service as Lead Independent Director.

Equity Compensation

The non-employee directors each received Restricted Stock Units (“RSUs”) issued in accordance with the CleanSpark, Inc. 2017 Incentive Plan, dated as of June 19, 2017 (as amended, restated, or otherwise modified from time to time, the “2017 Incentive Plan”) with a fair value computed in accordance with Accounting Standards Codification 718, Compensation—Stock Compensation, or ASC 718, of $200,000.

RSUs are granted on the date of the Annual Meeting at which the non-employee director is elected. If a non-employee Director is elected to the Board between annual meetings, a prorated grant is made. RSUs typically vest in four equal quarterly installments and are paid out in shares of CleanSpark common stock.

The following table sets forth information regarding the compensation awarded to, earned by, or paid to our non-employee directors who served on our Board for the fiscal year ended September 30, 2025.

DIRECTOR COMPENSATION*

* Columns (d), (e), (f), and (g) required under item 402(k) of Regulation S-K have been omitted from this table as they are not applicable.

Information About Our
Named Executive Officers

Set forth below are brief descriptions of the background and business experience of our current NEOs other than Mr. Schultz. Mr. Schultz’s biography appears on page 20.

Compensation Discussion
and Analysis

This Compensation Discussion and Analysis (“CD&A”) discusses our compensation philosophy and explains how our executive compensation program is structured to advance our goal of aligning our executives’ compensation with the long-term interests of CleanSpark’s stockholders. We also explain how the Compensation Committee determined compensation for our NEOs and the Compensation Committee’s rationale for specific pay decisions. Our NEOs for fiscal year 2025 were:

For more information about our NEOs, please see “Information About our Named Executive Officers” on page 31.

Company Highlights

Please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report for a more detailed description of our 2025 financial results.

Approach to Executive Compensation

Underpinning our executive compensation program are four core objectives:

To ensure our compensation program meets these core objectives while maintaining flexibility to make adjustments as required to evolve in line with ongoing shifts to our operating environment and the dynamic nature of our business, our Compensation Committee makes an informed assessment of corporate and individual performance to establish NEOs’ pay opportunities. It also considers compensation paid to similarly situated executives at peer companies as well as the performance of those companies relative to the Company.

In determining pay outcomes at the end of a performance period, our Compensation Committee uses structured discretion to consider corporate and individual performance. Unlike a strictly formulaic program, this approach allows for a holistic consideration of qualitative and quantitative corporate and individual performance factors within the context of the broader macroeconomic operating environment for the year.

Performance factors considered include:

OPERATING EFFICIENCY

FINANCIAL TRANSPARENCY

FINANCIAL PERFORMANCE

CORPORATE CULTURE

INDUSTRY LEADERSHIP

Compensation Setting Process

Role of the Board and the Compensation Committee

The Compensation Committee administers our executive compensation program, subject to the oversight and approval of our full Board of Directors. The Compensation Committee provides regular compensation-related updates to our Board of Directors so the full Board can make informed decisions on executive compensation matters.

Our Compensation Committee reviews our executive compensation practices on an annual basis. Based on this review, the Compensation Committee makes recommendations to our Board of Directors regarding base salary, bonus, and equity compensation amounts for CleanSpark’s executives.

Role of Management

Management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s recommendations and viewpoints with respect to adjustments to salary and incentive opportunities, program structures, and other compensation-related matters for our executive officers, other than with respect to the CEO’s own compensation. The Compensation Committee considers these recommendations as one factor in determining the compensation of our executive officers but ultimately is responsible for making all compensation decisions. Our CEO is not present during any deliberations or decision-making regarding his compensation.

Although the Board, through the Compensation Committee, retains primary authority over compensation decisions, it has delegated compensation decisions for non-executive employees to the CEO. Management provides updates and receives feedback from the Compensation Committee regarding this delegated authority.

The 2025 Peer Group revenue and market capitalization statistics, as of the time of the analysis, are shown below.

2025 Executive Compensation

2025 Compensation Elements

Our executive compensation program consists primarily of the direct compensation components described below.

Each of the foregoing components of NEO compensation for fiscal year 2025 is discussed in more detail below.

Base Salary

Base salary is foundational to a comprehensive compensation strategy. Base salary provides financial stability and security, allowing executives to focus on strategic leadership and operational excellence. CleanSpark offers a competitive base salary so we can attract and retain top-tier talent, which is essential for formulating and executing strategies that drive corporate growth and sustainability. We compensate our NEOs commensurate with their performance, and we benchmark compensation, including base salary, against the companies in our peer group annually.

The fiscal year 2025 and 2024 base salaries for our NEOs are shown below.