Filing Analysis
Related Party Transaction
Filed Mar 24, 2026
HIGH
CleanSpark, Inc. amended its Series A Preferred Stock terms, held exclusively by company insiders including the CEO and Chairman, to replace a recurring 2% EBITDA dividend with a one-time special dividend of approximately $17.14 per share. The amendment also modifies the voting mechanics of these super-voting shares (45 votes per share) and introduces a conversion feature upon a change of control.
Red Flags
- Related-party transaction involving the CEO, Chairman, and Board members.
- Concentration of super-voting power (45 votes per share) among a small group of insiders.
- Significant one-time cash payout to insiders in exchange for giving up future EBITDA-based dividends.
- Potential for significant dilution upon a change of control (3:1 conversion ratio).
Key Facts
- The Company filed an Amended and Restated Certificate of Designation for Series A Preferred Stock on March 20, 2026.
- A one-time 'Special Final Preferred Dividend' of $17.1428571428571 per share was approved, replacing a quarterly dividend of 2% of EBITDA.
- Series A Holders include S. Matthew Schultz (Chairman/CEO), Larry McNeill (Director), and Zachary K. Bradford (former CEO).
- Each share of Series A Preferred continues to carry 45 votes.
- New voting provisions require Series A shares to vote as a block based on insider holdings or Board recommendations.
- Series A shares will automatically convert into three shares of Common Stock upon a Change of Control Event.
Other SEC Filing
Filed Mar 05, 2026
LOW
CleanSpark, Inc. reported the results of its Annual Meeting of stockholders held on March 3, 2026. Stockholders elected five directors and ratified the appointment of BDO USA, P.C. as the independent auditor for the fiscal year ending September 30, 2026.
Red Flags
- Series A Preferred Stock carries disproportionate voting power, with 1,750,000 shares representing 78,750,000 votes (45 votes per share).
Key Facts
- The Annual Meeting was held on March 3, 2026, with a quorum of 68.19% of the collective voting power.
- Total voting power consisted of 255,750,361 common stock votes and 78,750,000 Series A Preferred Stock votes.
- Five directors were elected: S. Matthew Schultz, Larry McNeill, Dr. Thomas L. Wood, Roger P. Beynon, and Amanda Cavaleri.
- BDO USA, P.C. was ratified as the independent registered public accounting firm for the fiscal year ending September 30, 2026, with 225,962,313 votes in favor.
Disclaimer: This analysis is generated by AI and is for informational purposes only.
It does not constitute financial advice, investment recommendations, or an offer to buy or sell securities.
Always review the original SEC filings and consult a financial advisor before making investment decisions.