CleanSpark Pivots to AI & HPC, Bolstering Bitcoin Mining Amid Halving

TL;DR

**CleanSpark's aggressive pivot into AI and HPC, while maintaining strong bitcoin mining operations post-halving, makes it a compelling long-term play on diversified digital infrastructure.**

AI Summary

CleanSpark, Inc. reported a significant strategic shift in fiscal year 2025, diversifying from an exclusive focus on bitcoin mining to include AI and High-Performance Computing (HPC) hosting. The company maintained a contracted power capacity of approximately 1,027 megawatts (MW) across its U.S. data centers in Georgia, Tennessee, Mississippi, and Wyoming. Despite the April 2024 bitcoin halving, which reduced per-block rewards by 50%, CleanSpark mined approximately 7,873 bitcoins, a decrease of 11.0% from 7,092 bitcoins in fiscal year 2024, by significantly expanding its operational footprint to an average computing power of 45.6 exahash per second (EH/s), peaking at 50 EH/s. The company launched an institutional-grade in-house trading function in April 2025 to manage bitcoin holdings and hedge price volatility using derivatives. Key risks include high volatility in bitcoin value, a rapidly changing regulatory environment, and intense competition in the new HPC and AI markets. Strategic outlook involves continued expansion of bitcoin mining infrastructure and aggressive pursuit of AI and HPC opportunities, including the October 2025 acquisition of 271 acres in Austin County, Texas, with 285 MW of power supply agreements, and a partnership evaluation with Submer Technologies.

Why It Matters

CleanSpark's strategic pivot into AI and HPC hosting significantly broadens its revenue streams beyond the volatile bitcoin mining sector, offering investors exposure to two high-growth technology markets. This diversification could stabilize earnings and reduce dependency on bitcoin price fluctuations, which is crucial for long-term sustainability. For employees, this shift means new opportunities in advanced computing and data center management, while customers in the AI and HPC space gain access to substantial, energy-efficient infrastructure. In a competitive landscape dominated by established tech giants, CleanSpark's existing power assets and data center expertise provide a unique competitive advantage, potentially disrupting the market for specialized computing services.

Risk Assessment

Risk Level: medium — The risk level is medium due to the company's entry into new, highly competitive markets (AI and HPC) where it has limited experience, as explicitly stated in the filing. While the diversification strategy aims to mitigate risks associated with bitcoin price volatility and halving events, it introduces new operational complexities and significant upfront investment requirements. The filing also highlights the rapidly changing regulatory and legal environment for both bitcoin mining and potentially AI, which could lead to unknown future challenges and added costs.

Analyst Insight

Investors should closely monitor CleanSpark's execution of its AI and HPC strategy, particularly the integration of new acquisitions and partnerships like Submer. Evaluate the capital allocation between bitcoin mining and the new ventures, and assess the company's ability to compete effectively against established players in the AI/HPC data center market. This strategic shift could unlock significant value, but successful implementation is key.

Key Numbers

• $1,967,000,000 — Aggregate market value of common stock held by non-affiliates (As of March 31, 2025, indicating significant market capitalization.)
• 1,027 MW — Total contracted power capacity (As of September 30, 2025, across U.S. data centers, foundational for growth.)
• 7,873 bitcoins — Bitcoins mined in fiscal year 2025 (Represents an 11.0% decrease from 2024 due to halving, but shows resilience through expansion.)
• 45.6 EH/s — Average computing power (As of September 30, 2025, demonstrating significant operational scale.)
• 50 EH/s — Peak computing power (Reached during fiscal year 2025, highlighting maximum operational capacity.)
• 336,544 — Total miners owned (As of September 30, 2025, indicating substantial hardware investment.)
• 241,934 — Miners in service (As of September 30, 2025, representing active mining fleet.)
• 15 months — Average age of miners (Suggests a relatively modern and efficient mining fleet.)
• 16.7 W/TH — Average operating energy efficiency of miners (As of September 30, 2025, indicating competitive energy consumption.)
• 285 MW — Long-term power supply agreements (Secured in October 2025 for the new Texas data center campus, supporting AI/HPC expansion.)

Key Players & Entities

• CleanSpark, Inc. (company) — Registrant and primary focus of the 10-K
• Submer Technologies (company) — Latest collaborator in the AI market
• Jeffrey Thomas (person) — Senior Vice President of AI Data Centers, joined October 2025
• Nasdaq Stock Market LLC (regulator) — Exchange where CLSK and CLSKW are registered
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for 10-K filings
• $1,967,000,000 (dollar_amount) — Aggregate market value of common stock held by non-affiliates as of March 31, 2025
• $6.72 (dollar_amount) — Per share closing price of common stock as of March 31, 2025
• Austin County, Texas (company) — Location of acquired land for next-generation data center campus
• Georgia (company) — Location of existing 620 MW platform and data centers
• Tennessee (company) — Location of existing data centers and expansion sites

FAQ

Risk Factors

• Volatility of Bitcoin Value [high — market]: The value of bitcoin is highly volatile and unpredictable, which directly impacts the Company's revenue and profitability from bitcoin mining. A significant decrease in bitcoin prices could materially and adversely affect the Company's financial condition and results of operations.
• Evolving Regulatory Landscape [high — regulatory]: The regulatory environment for bitcoin mining and digital assets is rapidly changing and uncertain. New or revised regulations could impose significant compliance burdens, restrict operations, or negatively impact the value of bitcoin, affecting the Company's business model.
• Intense Competition in AI and HPC [medium — market]: The Company is diversifying into AI and High-Performance Computing (HPC) hosting, a market characterized by intense competition. Success in this new segment requires significant investment and the ability to compete with established players and new entrants.
• Dependence on Energy Availability and Cost [high — operational]: Bitcoin mining and data center operations are energy-intensive. The Company's profitability is sensitive to the availability and cost of electricity. Disruptions in power supply or significant increases in energy prices could adversely affect operations.
• Hardware and Technology Obsolescence [medium — operational]: The bitcoin mining and AI/HPC industries are characterized by rapid technological advancements. The Company must continually invest in and upgrade its hardware to remain competitive and efficient. Failure to do so could lead to outdated and less efficient operations.
• Impact of Bitcoin Halving Events [high — financial]: The bitcoin halving event, which reduces mining rewards by 50%, directly impacts revenue per bitcoin mined. While the Company expanded operations to mitigate this, future halvings will continue to pose a challenge to profitability without corresponding increases in operational efficiency or bitcoin price.

Industry Context

CleanSpark operates in the highly competitive and rapidly evolving digital asset mining and data center hosting industries. The bitcoin mining sector is characterized by increasing difficulty, energy costs, and the impact of halving events. Concurrently, the AI and HPC hosting market is experiencing significant growth, driven by demand for advanced computing power, but faces intense competition from established cloud providers and specialized data center operators.

Regulatory Implications

The cryptocurrency and data center industries are subject to evolving regulatory scrutiny. CleanSpark faces risks related to potential new regulations on digital asset mining, energy consumption, and data privacy. Compliance with these regulations, which can vary by jurisdiction, is critical and may require significant operational adjustments and costs.

What Investors Should Do

1. Monitor diversification strategy
2. Assess energy cost management
3. Track bitcoin price and mining difficulty
4. Analyze competitive positioning in AI/HPC

Key Dates

• 2025-04-01: Launched institutional-grade in-house trading function — To manage bitcoin holdings and hedge price volatility using derivatives, indicating a more sophisticated financial risk management strategy.
• 2025-10-01: Acquisition of 271 acres in Austin County, Texas — Secured 285 MW of power supply agreements for a new data center campus, supporting aggressive pursuit of AI and HPC opportunities.
• 2024-12-31: Expiration of hosting agreement for 50 MW operation in Massena, NY — Marked the end of a specific operational site, with wind-down procedures commenced, aligning with strategic shifts.

Glossary

Megawatt (MW)

A unit of power equal to one million watts. In this context, it represents the electrical capacity of data centers. (Indicates the scale of power infrastructure owned and contracted by CleanSpark, crucial for both bitcoin mining and AI/HPC operations.)

Exahash per second (EH/s)

A unit of measurement for the computational power used in bitcoin mining. One EH/s equals 10^18 hashes per second. (Measures the company's total computing power dedicated to mining bitcoin, showing its operational scale and efficiency.)

Bitcoin Halving

A pre-programmed event in the bitcoin protocol that reduces the reward for mining new blocks by 50%. This occurs approximately every four years. (Directly impacts the revenue generated from bitcoin mining, as seen in the decrease in bitcoins mined despite increased computing power.)

AI and HPC Hosting

Providing computing infrastructure and services for Artificial Intelligence (AI) and High-Performance Computing (HPC) workloads, distinct from bitcoin mining. (Represents a strategic diversification for CleanSpark, aiming to leverage its data center infrastructure for new revenue streams beyond bitcoin.)

Blockchain

A distributed, immutable ledger that records transactions across many computers. It is the underlying technology for cryptocurrencies like bitcoin. (Fundamental technology enabling bitcoin mining and transactions, providing transparency and security to the network.)

Derivatives

Financial contracts whose value is derived from an underlying asset, group of assets, or benchmark. Used for hedging and speculation. (CleanSpark is using derivatives to manage bitcoin price volatility, indicating a sophisticated approach to financial risk management.)

Year-Over-Year Comparison

While specific comparative financial figures are not detailed in this excerpt, the narrative indicates a significant strategic pivot for fiscal year 2025. The company is diversifying from an exclusive focus on bitcoin mining to include AI and HPC hosting. Despite the bitcoin halving event, which reduced per-block rewards, CleanSpark expanded its operational footprint to maintain mining output. New risks related to the AI/HPC market competition have emerged alongside existing regulatory and market volatility concerns for bitcoin.

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CLSK The Nasdaq Stock Mar
• $165.24 — of common stock at an exercise price of $165.24 per whole share CLSKW The Nasdaq St

Filing Documents

• clsk-20250930.htm (10-K) — 5874KB
• clsk-ex4_1.htm (EX-4.1) — 50KB
• clsk-ex10_75.htm (EX-10.75) — 56KB
• clsk-ex10_76.htm (EX-10.76) — 201KB
• clsk-ex19_1.htm (EX-19.1) — 121KB
• clsk-ex21_1.htm (EX-21.1) — 57KB
• clsk-ex23_1.htm (EX-23.1) — 4KB
• clsk-ex23_2.htm (EX-23.2) — 4KB
• clsk-ex31_1.htm (EX-31.1) — 15KB
• clsk-ex31_2.htm (EX-31.2) — 15KB
• clsk-ex32_1.htm (EX-32.1) — 13KB
• clsk-ex97_1.htm (EX-97.1) — 48KB
• img17461068_0.jpg (GRAPHIC) — 20KB
• img105340866_0.jpg (GRAPHIC) — 18KB
• img109910643_0.jpg (GRAPHIC) — 539KB
• 0001193125-25-297510.txt ( ) — 27185KB
• clsk-20250930.xsd (EX-101.SCH) — 3340KB
• clsk-20250930_htm.xml (XML) — 5312KB

Business

Business 5 Item 1A.

Risk Factors

Risk Factors 13 Item 1B. Unresolved Staff Comments 44 Item 1C. Cybersecurity 44 Item 2.

Properties

Properties 45 Item 3.

Legal Proceedings

Legal Proceedings 45 Item 4. Mine Safety Disclosures 45 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 46 Item 6. [Reserved] 47 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 48 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 65 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 66 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 63 Item 9A.

Controls and Procedures

Controls and Procedures 63 Item 9B. Other Information 66 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 66 PART III Item 10. Directors, Executive Officers and Corporate Governance 67 Item 11.

Executive Compensation

Executive Compensation 67 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 67 Item 13. Certain Relationships and Related Transactions, and Director Independence 67 Item 14. Principal Accountant Fees and Services 67 PART IV Item 15. Exhibit and Financial Statement Schedules 68 2

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements may include terminology such as "aim," "anticipate," "assume," "believe," "contemplate," "continue," "could," "due," "estimate," "expect," "goal," "intend," "may," "objective," "plan," "predict," "potential," "positioned," "seek," "should," "target," "will," "would," and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or comparable terminology. These forward-looking statements include, but are not limited to, statements regarding future operating results, potential risks pertaining to these future operating results, future plans or prospects, anticipated benefits of proposed (or future) acquisitions, dispositions and new facilities, growth, the capabilities and capacities of business operations, any financial or other guidance, expected capital expenditures and all statements that are not based on historical fact, but rather reflect our current expectations concerning future results and events. These forward-looking statements are based on management's current expectations, estimates, forecasts, and projections about our business and the industry in which we operate, as well as the economy, trends and other future conditions, are subject to significant risks and uncertainties, and are subject to changes based on various factors, some of which are beyond our control. Therefore, we can give no assurance that the results implied by these forward-looking statements will be realized. Furthermore, the inclusion of forward-looking statements should not be regarded as a representation by the Company or any other person that future e

Business

Item 1. Business As used in this Annual Report on Form 10-K, the terms "we," "us," "our," the "Company," "CleanSpark, Inc." and "CleanSpark" mean CleanSpark, Inc. and its consolidated subsidiaries, unless otherwise indicated. Dollar amounts presented in this Annual Report on Form 10-K are presented in thousands, except per share amounts, bitcoin price, and information set forth under the heading "Bitcoin Mining Operations". Overview CleanSpark is a data center developer, until recently focused exclusively on bitcoin mining. We independently own, lease and operate a large portfolio of data centers and power assets across the United States with locations in Georgia, Tennessee, Mississippi and Wyoming for a total contracted power capacity of approximately 1,027 megawatts ("MW") as of September 30, 2025. We intend to continue our growth in these regions and are actively developing plans for additional capacity in these states and other domestic regions. We have no intention to mine, purchase or hold any crypto assets other than bitcoin at this time or in the foreseeable future, and we did not hold any other crypto asset as of September 30, 2025. We design our infrastructure to efficiently, profitably and responsibly secure and support both bitcoin mining and AI and HPC workloads. We are currently analyzing our portfolio and pipeline of potential new developments and expansions of existing sites to identify opportunities for the maximum return on investment, which may include bitcoin mining, AI and HPC hosting and leasing, or a combination of both. We cultivate trust and transparency among our employees and the communities where we operate. Through CleanSpark and our wholly owned subsidiaries, we have operated in the bitcoin mining sector since December 2020. We had an independent bitcoin mining operation in Massena, NY subject to a hosting agreement that operated 50 MW, which expired on December 31, 2024. The parties commenced wind-down procedures upon expirat

View Full Filing

View this 10-K filing on SEC EDGAR