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Form 8-K · Current Report · Filed 2025-11-10

CleanSpark Announces $1 Billion Convertible Notes Offering

CleanSpark, Inc. announced on November 10, 2025, its intention to offer $1 billion of convertible senior notes due 2032 in a private offering to qualified institutional buyers under Rule 144A. The offering is subject to market conditions and other factors, with an additional option for initial purchasers to buy up to $200 million more in notes. The company plans to use up to $400 million of the net proceeds for share repurchases and the remainder for expanding its power and land portfolio, developing data center infrastructure, repaying debts, and other corporate purposes. This announcement was made concurrently with a Regulation FD disclosure of a $59 million liability accrual for miner acquisition costs and indirect tax exposure.

Filer
Cleanspark Inc. CLSK · NASDAQ
Filed
Accession
0001193125-25-274179
CIK
0000827876
Signal
Medium impactFinancial Services

Items reported

Item 7.01

Regulation FD Disclosure

Regulation FD Disclosure
Item 8.01

Other Events

Convertible Notes Offering

Market reaction

Close before filing

$15.57

Next session

-9.8%

Since filing

-11.8%

Latest close

$13.73

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from CLSK reporting the same item, with the next session's move:

About Cleanspark Inc.

Cleanspark Inc. is a technology company primarily focused on providing advanced energy software and control technology solutions. The company's main objective is to help customers achieve energy efficiency and maximize cost savings through its innovative microgrid design and energy analytics. Cleanspark Inc. offers services to a wide range of markets including commercial, industrial, and residential sectors, as well as unique solutions for military and municipal applications. Its solutions empower users to take control of their power needs by integrating multiple power sources, energy storage, and intelligent control systems. As the demand for sustainable and resilient energy solutions increases, Cleanspark Inc. plays a significant role in the transition towards more decentralized and efficient energy systems, aligning with global sustainability trends and energy independence initiatives.

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