Cleanspark, Inc 8-K, filed Aug 11, 2025
Cleanspark, Inc. (CLSK)
About this 8-K
Cleanspark, Inc filed this 8-K on August 11, 2025, reporting on events of August 10, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 10, 2025 (the “Transition Date”), S. Matthew Schultz was appointed as President and Chief Executive Officer (principal executive officer) of the Company, while remaining in his position of Chairman of the Board of Directors (the “Board”). Mr. Schultz replaces Zachary K. Bradford, who on the Transition Date resigned as President and Chief Executive Officer of the Company and as a director of the Company, effective as of 11:59 pm Pacific Time on August 10, 2025. The Board accepted Mr. Bradford’s resignation and also approved a decrease in the size of the Board from six to five members. Mr. Bradford’s decision to resign from the Board did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with Mr. Bradford’s resignation, the Board approved, and the Company entered into, a Separation and General Release Agreement with Mr. Bradford, effective as of the Transition Date (the “Separation Agreement”). Under the terms of the Separation Agreement, the Company will, among other things, pay Mr. Bradford (i) $950,000, representing twelve months’ base salary, payable in installments in accordance with the Company’s usual payroll practices over a twelve-month period, (ii) 14.4 bitcoin, payable in installments over a twelve-month period, (iii) $1,583,000, which amount represents a prorated portion of Mr. Bradford’s bonus for 2025, and (iv) approximately $91,000 in respect of accrued paid time off. Pursuant to the Separation Agreement, (i) Mr. Bradford’s stock options relating to 500,000 shares of the Company’s common stock and restricted stock units (“RSUs”) relating to 717,665 shares of common stock will immediately become vested and will be exercisable (in the case of stock options) or settled (in the case of RSUs), as applicable and (ii) the Company has agreed to grant Mr. Bradford an additional 1,728,688 RSUs, with 864,344 RSUs vesting on the Transition Date, and the remaining 864,344 RSUs vesting in two equal installments on each of the first two anniversaries of the Transition Date (the “Separation RSU Vesting Period”), subject to compliance with the terms (including the restrictive covenants discussed below) of the Separation and General Release Agreement. In addition, pursuant to the Separation Agreement, Mr. Bradford will also receive up to $50,000 in a lump sum for continued security protection following the Transition Date and subsidized COBRA insurance premiums (with the Company providing the same monthly subsidy it provides to active employees, such that Mr. Bradford’s share of the applicable COBRA premium will remain the same as that paid by active executive employees) until the earliest of (a) 12 months following the Transition Date and (b) the date Mr. Bradford is no longer eligible for COBRA coverage or becomes eligible for health coverage under another employer’s health plan.
The Separation Agreement also provides for Mr. Bradford’s agreement (a) not to compete with the Company for a period of one year (provided that if Mr. Bradford were to compete at any time during the Separation RSU Vesting Period, he would forfeit all unvested RSUs), (b) not to solicit the Company’s employees and certain other persons or interfere with the Company’s business relationships for a period of two years, and (c) not to disclose confidential information relating to the Company. The Separation Agreement also provides for non-disparagement, continued assistance and cooperation between the parties, a mutual release of claims, subject to certain exclusions, as well as other customary provisions.
The description of the terms of the Separation Agreement contained in this Report does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 10.1 and is incorporated by reference herein.
Biographical information regarding Mr. Schultz, age 56, is set forth in the Company’s proxy statement for its 2025 annual meeting of stockholders, as filed with the U.S. Securities and Exchange Commission on January 22, 2025, and such information is incorporated by reference herein. No arrangement or understanding exists between Mr. Schultz and any other person pursuant to which Mr. Schultz was selected to serve as President and Chief Executive Officer of the Company. There have been no other related party transactions between the Company or any of its subsidiaries and Mr. Schultz reportable under Item 404(a) of Regulation S-K. Mr. Schultz does not have a family relationship with any of the Company’s other directors or executive officers.
Item 7.01 Regulation FD Disclosure.
On August 11, 2025, the Company issued a press release announcing the appointment Mr. Schultz as President and Chief Executive Officer and the resignation of Mr. Bradford. A copy of the press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Act, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
*+10.1 |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* Management contract or compensatory plan or arrangement. |
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+ Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CLEANSPARK, INC. |
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Date: |
August 11, 2025 |
By: |
/s/ Gary Vecchiarelli |
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Gary Vecchiarelli, Chief Financial Officer |
EXHIBIT 10.1
SEPARATION AND GENERAL RELEASE AGREEMENT
CleanSpark, Inc., a Nevada corporation (the “Company”), and Zachary Bradford, an individual (“Executive”) (collectively, the Company and Executive are referred to herein as the “Parties”), for good and valuable consideration, the receipt of which is hereby acknowledged, agree to the following terms and conditions of this Separation and General Release Agreement (“Agreement”), as of the Effective Date (as defined below):
(ii) Executive is hereby granted additional restricted stock units totaling 1,728,688 shares of Common Stock (the “2025 RSUs”) pursuant to the Incentive Plan, subject to the following terms and conditions: (i) 2025 RSUs relating to 864,344 shares of Common Stock shall be fully vested as of the Effective Date, and (ii) the remaining 2025 RSUs relating to a total of 864,344 shares of
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Common Stock shall vest in two (2) equal installments, each relating to 432,172 shares of Common Stock, with one such installment to vest on each of the first two (2) anniversaries of the Effective Date, provided that Executive has not engaged in any Prohibited Activity and/or breached any provision of Section 8 as of the applicable vesting date. For the avoidance of doubt, if Executive engages in any Prohibited Activity and/or breaches any provision of Section 8 prior to the second (2nd) anniversary of the Effective Date, all unvested 2025 RSUs that have not vested as of the date of such activity or breach shall be immediately forfeited and cancelled without consideration;
(iii) At the Company’s expense, the Company agrees to use its reasonable best efforts to, as expeditiously as reasonably possible following the date that is 90 days after the Effective Date (or, in the case of shares not vested as of the Effective Date within five (5) business days of their becoming vested shares), cause its legal counsel to provide any and all necessary legal opinions covering all vested shares of common stock, if required, so that they may be deposited with the Executive’s brokerage account and be freely traded without any restrictions under applicable securities laws, in each case subject to, and conditional upon, delivery by the Executive of customary non-affiliate paperwork reasonably acceptable to the Company and its legal counsel;
(iv) Without limiting any other provision of this Agreement, and except as provided in the foregoing Sections 3(c) and (d), the Stock Options, the Pre-2025 RSUs and the 2025 RSUs (i) are subject to the terms and conditions of the Incentive Plan and any award agreement with respect thereto, including with respect to exercise and settlement dates, and (ii) are in full satisfaction and settlement of all claims and rights of Executive with respect to the Incentive Plan and/or any award under the Long-Term Incentive Plan and any other equity or equity-based any awards under such plans, including any awards the grant of which has not been finalized, implemented or completed; and
(v) For avoidance of doubt, all other shares of the Company’s common and/or preferred stock currently held by Executive, and not otherwise addressed herein, shall be unaffected by this Agreement;
The Company shall be entitled to deduct or withhold from any amounts payable pursuant to this Agreement any amounts that that it determines it is required to deduct or withhold pursuant to applicable law or the terms of any applicable benefit plans. Executive acknowledges and agrees that (i) the Separation Benefits exceed any payment, benefit, or other thing of value to which Executive might otherwise be entitled under any policy, plan, or procedure of the Company and/or any prior agreement, understanding, or arrangement between Executive and the Company, including, without limitation, the Employment Agreement, and (ii) except pursuant to the terms and conditions of the Company’s tax-qualified retirement plan and health and welfare plans, Executive shall not be entitled to continue to participate in any compensation or employee benefit plans or arrangements of the Company (including without limitation, any awards under the Company’s 2017 Incentive Plan, Long-Term Incentive Plan, or any other incentive plan or arrangement),
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except pursuant to the terms of any tax-qualified retirement plan and health and welfare plans of the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date.
EXECUTIVE:
___/s/ Zachary Bradford____________________________
Name: Zachary Bradford
Date: _August 10, 2025___________________________
COMPANY:
CleanSpark, Inc., a Nevada corporation
By: ___/s/ S. Matthew Schultz______________________
Name: S. Matthew Schultz
Title: Executive Chairman
Date: _August 10, 2025___________________________
EXHIBIT 99.1
CleanSpark Appoints Matt Schultz CEO
Board accepts Zachary Bradford's resignation as chief executive officer and director of CleanSpark
LAS VEGAS (Aug. 11, 2025) - CleanSpark, Inc. (Nasdaq: CLSK) (the "Company"), America's Bitcoin Miner®, has named Matt Schultz, co-founder, executive chairman and former CEO of CleanSpark as CEO, effective immediately following the resignation of Zachary Bradford as an officer and director of the Company.
Schultz founded CleanSpark and previously served as CEO and is currently Executive Chairman. He originally led the Company’s growth in the energy sector and was instrumental in raising billions in capital to fuel the growth of the Company’s bitcoin mining business. His leadership has been critical in making CleanSpark one of the largest and most recognizable bitcoin mining companies in North America.
“As a founder who has always been actively involved, I care deeply about this company, our people, and our mission,” said Schultz. “My focus stepping in as CEO is to ensure stability, continuity, and forward momentum during this time, and to support the team and our board as we continue to execute as a market leader. As we have continued to grow, the board believes that now is the right time for a change in leadership as we look to fully capture opportunities available to CleanSpark.”
"Since co-founding this company in 2014, it has been the privilege of a lifetime to help lead it through every stage of growth into the company it is today”, Bradford said. “I am profoundly proud of what we have built together and deeply grateful to the extraordinary people who made it possible. The time has come for me to transition the role to the next leader and focus on my family. I am confident in the bright future ahead and will forever cherish my time here and the remarkable journey we have shared."
“We thank Zach for his contributions since co-founding CleanSpark alongside me in March 2014 and serving as CEO since October 2019. We wish him all the best in his future endeavors,” Schultz continued.
“Importantly, we have an excellent management team who will all remain in place, and our priorities remain unchanged from what we laid out last week in our earnings report: continued execution as a global leader in bitcoin mining, drive further data center development monetizing our energy under contract and stay opportunistic as we look to the future. I am so proud to work alongside all of them.”
CleanSpark reaffirms its previously announced strategic plans and will report fiscal year 2025 full year results in November.
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About CleanSpark
CleanSpark (Nasdaq: CLSK), America's Bitcoin Miner®, is a market-leading, pure play Bitcoin miner with a proven track record of success. We own and operate a portfolio of mining facilities across the United States powered by globally competitive energy prices. Sitting at the intersection of Bitcoin, energy, operational excellence and capital stewardship, we optimize our mining facilities to deliver superior returns to our shareholders. Monetizing low-cost, high reliability energy by securing the most important finite, global asset – Bitcoin – positions us to prosper in an ever-changing world. Visit our website at www.cleanspark.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the Company's expectations, beliefs, plans, intentions, and strategies, including the impact of the CEO transition and the ability of the Company to execute on its strategic plans. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "forecasts," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. The forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: the impact of the CEO transition on relationships with vendors, regulators, employees and investors and the ability of the new CEO to execute on the Company’s strategies; completion of construction, regulatory approvals, and electrical power availability to achieve anticipated growth; the success and performance of the digital asset management and derivatives trading activities, which were only recently commenced; the success of our digital currency mining activities; the volatile and unpredictable cycles in the emerging and evolving industries in which we operate; increasing difficulty rates for bitcoin mining; bitcoin halving; new or additional governmental regulation; the impacts of evolving global and U.S. trade policies and tariff regimes, including that there is uncertainty as to whether the Company will face materially increased tariff liability in respect of miners purchased since 2024 and in the future; the anticipated import and delivery dates of new miners; the ability to successfully import and deploy new miners and other mining equipment; the dependency on utility rate structures and government incentive programs; dependency on third-party power providers for expansion efforts; the expectations of future revenue growth may not be realized; and other risks described in the Company's prior press releases and in its filings with the Securities and Exchange Commission (SEC), including under the heading "Risk Factors" in those filings. Forward-looking statements contained herein are made only as to the date of this press release, and we assume no obligation to update or revise any forward-looking statements as a result of any new information, changed circumstances or future events or otherwise, except as required by applicable law.
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Investor Relations Contact
Harry Sudock
702-989-7693
ir@cleanspark.com
Media Contact
Malory Van Guilder
651.335.0585
malory@skyya.com
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