Insider Trading Policy

Adopted by the Board of Directors on September 26, 2025

INTRODUCTION

This Insider Trading Policy (this “Policy”) provides the standards of CleanSpark, Inc. (the “Company”) on trading and causing the trading of the Company’s securities or securities of other publicly traded companies while in possession of information that is material and not generally known to the public. This Policy is divided into two parts: (a) the first part prohibits trading under certain circumstances and applies to all directors, officers and employees of the Company, as well as independent contractors or consultants who have access to material nonpublic information of the Company, and (b) the second part imposes special additional trading restrictions and applies to all (i) directors of the Company, (ii) executive officers of the Company and (iii) the employees listed on Attachment A (collectively, “Covered Persons”). The persons designated as Covered Persons, including those persons listed on Attachment A, may be modified from time to time by the Compliance Officer or the Company’s Board of Directors due to the degree of access those individuals may have to material, nonpublic information, as determined in the discretion of the Compliance Officer or the Company’s Board of Directors.

One of the principal purposes of the federal securities laws is to prohibit so-called “insider trading.” Simply stated, insider trading occurs when a person uses material nonpublic information obtained through involvement with the Company to make decisions to purchase, sell, give away or otherwise trade the Company’s securities or to provide that information to others outside the Company. The prohibitions against insider trading apply to trades, tips and recommendations by virtually any person, including all persons associated with the Company, if the information involved is “material” and “nonpublic.” These terms are defined in this Policy under Part I, Section C below. The prohibitions would generally apply to any director, officer or employee or independent contractor or consultant who buys or sells any securities on the basis of material nonpublic information that he or she obtained about the Company, its customers, suppliers, or other companies with which the Company has contractual relationships or may be negotiating transactions. Once you have reviewed this Policy, please sign the attached Insider Trading Policy Compliance Statement (Attachment B) and return it to the Compliance Officer (as defined below).

PART I

This Policy applies to all transactions in the Company’s securities, including common stock, options and any other securities that the Company may issue, such as preferred stock, notes, bonds and convertible securities, as well as to derivative securities relating to any of the Company’s securities, whether or not issued by the Company.

This Policy applies to all employees of the Company and its subsidiaries, all officers of the Company and its subsidiaries and all members of the Company’s Board of Directors. This Policy also applies to all independent contractors or consultants who have access to material nonpublic information of the Company (each, a “Material IC”).

The above prohibitions also apply to transacting in the securities of another company while in possession of material nonpublic information relating to such other company when that information is obtained in the course of employment with, or other services performed on behalf of, the Company. Without limiting the foregoing, caution should be exercised in trading in securities of any company when in possession of material nonpublic information that could reasonably be expected to affect the stock price of that company.

Information dealing with the following subjects is reasonably likely to be found material in particular situations:

Material information is not limited to historical facts but may also include projections and forecasts (or updates thereof)–particularly where intended to be publicly released. With respect to a future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company’s operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. Determinations regarding the “materiality” of information are inherently judgment based. When in doubt about whether particular nonpublic information is material, presume it is material. If you are unsure whether information is material, you should consult the Compliance Officer before making any decision to disclose such information (other than to persons who need to know it and to the extent you are authorized to do so) or to trade in or recommend securities to which that information relates.

Nonpublic information may include:

As with questions of materiality, if you are not sure whether information is considered public, you should either consult with the Compliance Officer or assume that the information is “nonpublic” and treat it as confidential.

This Policy applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in Company securities (collectively referred to as “Family Members”). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Company securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you or your Family Members.

This Policy also applies to any entities that you influence or control, including any corporations, partnerships, limited liability companies or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.

Penalties for trading on or communicating material nonpublic information in violation of the federal securities laws can be severe, both for individuals involved in such unlawful conduct and their employers and supervisors, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions. In addition to the federal securities law, profiting from, or unauthorized disclosure of, material, nonpublic information could also violate (i) state securities laws, (ii) state right to financial privacy statutes, (iii) federal and state laws relating to theft and conversion, (iv) other Company policies and agreements entered into by Company personnel with the Company and (v) confidentiality agreements between the Company and companies with which the Company does business. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory.

A person who violates insider trading laws by engaging in transactions in a company’s securities when he or she has material nonpublic information can be sentenced to a substantial jail term and required to pay a penalty of several times the amount of profits gained or losses avoided.

In addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed material nonpublic information. Tippers can be subject to the same penalties and sanctions as the tippees, and the SEC has imposed large penalties even when the tipper did not profit from the transaction.

The SEC can also seek substantial penalties from any person who, at the time of an insider trading violation, “directly or indirectly controlled the person who committed such violation,” which would apply to the Company and/or management and supervisory personnel. These control persons may be held liable for up to the greater of $2,636,135 (as of January 15, 2025, subject to periodic inflation adjustments) or three times the amount of the profits gained or losses avoided.

Directors, officers, employees and Material ICs who violate this Policy may be subject to disciplinary action by the Company, including dismissal for cause or termination of other service to the Company. Any exceptions to this Policy, if permitted, may only be granted by the Compliance Officer and must be provided before any activity contrary to the above requirements takes place.

PART II

Subject to the limited exceptions under Section E below, all Covered Persons are prohibited from trading in the Company’s securities during blackout periods.

Covered Persons are permitted to trade in the Company’s securities when no blackout period is in effect. Generally this means that Covered Persons can trade during the period beginning on the first day after the blackout period under Part II, Section A(1) ends and ending on the day immediately preceding the day that the next blackout period under Part II, Section A(1) begins. However, even during this trading window, a Covered Person who is in possession of any material nonpublic information should not trade in the Company’s securities until the information has been made publicly available or is no longer material. In addition, as described under Part II, Section A(2) above, the Compliance Officer or the Company’s Board of Directors may close regularly scheduled trading windows if a special blackout period is imposed and will re-open the trading window once the special blackout period has ended.

Please note that obtaining the permission of the Compliance Officer to engage in a transaction does not constitute confirmation that you are not in possession of material, nonpublic information at the time of such transaction. Only you are aware of the information in your possession, and it is your responsibility not to engage in a transaction in Company securities when in possession of material, nonpublic information.

The following are limited exceptions to certain of the restrictions imposed by the Company under this Policy. Please be aware that even if a transaction is subject to an exception to this Policy, you will need to separately assess whether the transaction complies with applicable law. For example, even if a transaction is indicated as exempt from this Policy, you may need to comply with disclosure obligations and the “short-swing” trading disgorgement provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the extent applicable. You are responsible for complying with applicable law at all times.

Although not strictly prohibited under Rule 10b5-1 or this Policy, the following actions might undermine the “good faith” requirement of Rule 10b5-1, and should be avoided:

The Company reserves the right to prohibit any transactions in Company securities, even pursuant to a previously approved Approved 10b5-1 Plan, if the Compliance Officer or the Board of Directors, in its discretion, determines that such prohibition is required by applicable law or in the best interests of the Company. Any Approved 10b5-1 Plan submitted for approval hereunder should explicitly acknowledge the Company’s right to prohibit transactions in Company securities (and effectively suspend any such Approved 10b5-1 Plan) as specified above.

Rule 10b5-1(c) under the Exchange Act is designed to provide a defense for directors, officers and other persons from insider trading liability under Rule 10b-5 for transactions in Company securities executed pursuant to a previously established contract, plan or instruction. You should be aware that Rule 10b5-1(c) only provides an “affirmative defense” (which you would have to prove) in the event there is an insider trading proceeding. It does not prevent someone from bringing action. Additionally, it does not prevent the media from publicizing purchases or sales made pursuant to a trading plan.

The use of Approved 10b5-1 Plans does not obviate the need to file a Form 144 or Forms 3, 4 or 5, and individuals subject to Section 16 of the Exchange Act are required to indicate on any Form 4 or Form 5 if a transaction reported on that form was made under an Approved 10b5-1 Plan and provide the date that the Approved 10b5-1 Plan was adopted. In addition, commencing with the Company’s fiscal quarter ending December 31, 2023, the Company is required, in each annual report on Form 10-K and quarterly report on Form 10-Q, to publicly disclose during the fiscal quarter covered by such report (or in the case of a Form 10-K, the fourth quarter of the Company’s fiscal year) whether any individuals subject to Section 16 of the Exchange Act have adopted, modified or terminated an Approved 10b5-1 Plan during the previous fiscal quarter and describe the material terms of each Approved 10b5-1 Plan that was adopted, modified or terminated, including the name and title of the individual subject to Section 16 of the Exchange Act, the date the Approved 10b5-1 Plan was adopted, modified or terminated, the Approved 10b5-1 Plan’s duration and the total amount of securities to be purchased or sold under the Approved 10b5-1 Plan. The Company is not, however, required to disclose any information relating to the pricing terms of any Approved 10b5-1 Plan. The Compliance Officer (in consultation with such other members of management as the Compliance Officer may determine to be appropriate) will consider in each case whether public announcement of an Approved 10b5-1 Plan should be made at the time it is established.

In order to assist in complying with this Policy and applicable securities laws (including Section 16 of the Exchange Act), each Covered Person should require that any broker that assists the Covered Person with open market transactions involving Company securities:

Each Covered Person should inform his or her broker that he or she is a Covered Person subject to the trading window, blackout period and pre-clearance requirements of this Policy and of the specific requirements detailed above, including at any time the Covered Person retains a new broker. Each Covered Person should also inform his or her broker of the prohibitions on short sales, derivative transactions, hedging transactions, margining and pledging with respect of Company securities. If a Covered Person intends to effect trading in Company securities through a broker or online brokerage platform where communicating Covered Person status and these requirements is not possible, the Covered Person must inform the Compliance Officer, and the Compliance Officer may impose additional requirements in respect of such trading.

If your relationship with the Company (as a director, officer or employee or otherwise) terminates during a blackout period applicable to you or otherwise while you are aware of material nonpublic information regarding the Company, you will continue to be subject to this Policy, and specifically to the ongoing prohibition against trading, until such blackout period ends or otherwise until the information has become public or is no longer material.

All persons covered by this Policy are required to sign the Insider Trading Policy Compliance Statement attached as Attachment B.

ATTACHMENT A

Covered Persons

Any persons with any of the following titles or responsibilities:

ATTACHMENT B

CleanSpark, Inc.
(the “Company”)

Insider Trading Policy Compliance Statement

I have carefully reviewed the Company’s Insider Trading Policy (the “Policy”) dated September 26, 2025, and I understand all of its provisions. I certify that, to the best of my knowledge, I have complied with this Policy and its procedures since such date (or during my term of employment or service, if it commenced after such date) and that I will continue to adhere to the Policy and these procedures in the future.

Without limiting the preceding paragraph, I understand that, if I am a Covered Person, the Compliance Officer will be required, and will have the discretion to, exercise his judgment in determining whether to (a) approve particular transactions by me in Company securities or my establishment, modification or termination of any Approved 10b5-1 Plan or other arrangements for trading in Company securities and (b) subject me to any blackout periods. I also recognize that, if I am a Covered Person, the Compliance Officer will be required to analyze and assess any request I may make to establish, modify or terminate any Approved 10b5-1 Plan or to engage in a particular transaction in Company securities, based on verifiable information available to the Compliance Officer at the time of the request and in the context of the Company’s intent to preserve its reputation for maintaining the highest legal, business and ethical standards, as well as the Company’s obligation to comply with all laws and regulations pertaining to insider trading. I acknowledge and affirm that the Compliance Officer’s determination with regard to any particular transaction, Approved 10b5-1 Plan or blackout period will be made solely on behalf of, and for the benefit of, the Company and further acknowledge and affirm the Compliance Officer’s right to make that determination in his sole discretion. I hereby agree to be bound by, and to accept without objection, any determination of the Compliance Officer not to permit any Approved 10b5-1 Plan or particular transaction or to subject me to any such blackout period.

I realize that failure to observe and comply with all of the provisions contained in the Policy may subject me to disciplinary action by the Company, including discharge. Any capitalized terms used but not defined herein have the meanings given to them in the Policy.

Acknowledged by:

Signature: ___________________________________ Date: __________________

Print Name: ___________________________________

Title: ________________________________________