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Form 8-K · Current Report · Filed 2025-11-13

CleanSpark Announces $1.15 Billion Convertible Notes Offering

On November 13, 2025, CleanSpark, Inc. closed a $1.15 billion offering of 0.00% Convertible Senior Notes due 2032, using $460 million to repurchase its common stock and planning to allocate the remaining net proceeds to power and land portfolio expansion, data center infrastructure development, repaying bitcoin-backed credit lines, and general corporate purposes. The convertible notes and any common stock issued upon conversion have not been registered under the Securities Act and may not be sold in the U.S. without registration or an applicable exemption.

Filer
Cleanspark Inc. CLSK · NASDAQ
Filed
Accession
0001193125-25-280105
CIK
0000827876
Signal
Medium impactFinancial Services

Items reported

Item 1.01

Entry into a Material Definitive Agreement

Financial Instrument Agreement
Item 2.03

Creation of a Direct Financial Obligation

New Debt Issued Convertible Note Offering
Item 3.02

Unregistered Sales of Equity Securities

Unregistered Stock Issuance Private Placement
Item 8.01

Other Events

Corporate Update
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$13.33

Next session

-17.8%

Since filing

+3.0%

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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