CleanSpark, Inc. Enters Material Definitive Agreement

TL;DR

CLSK just signed a big deal, new financial obligation incoming.

AI Summary

On September 19, 2025, CleanSpark, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, incorporated in Nevada, filed an 8-K report detailing this event. This filing is related to their financial obligations and potentially Regulation FD disclosures.

Why It Matters

This filing indicates a significant new financial commitment or obligation for CleanSpark, Inc., which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce financial risks and uncertainties for a company.

Key Players & Entities

• CleanSpark, Inc. (company) — Registrant
• September 19, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation

FAQ

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
• $100 million — or a revolving credit facility of up to $100 million. Interest Rate Amounts borrowed und

Filing Documents

• clsk-20250919.htm (8-K) — 64KB
• clsk-ex10_1.htm (EX-10.1) — 317KB
• clsk-ex99_1.htm (EX-99.1) — 17KB
• 0001193125-25-216457.txt ( ) — 579KB
• clsk-20250919.xsd (EX-101.SCH) — 44KB
• clsk-20250919_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Effective September 19, 2025, the Company entered into a Master Loan Agreement (the " Two Prime Master Loan Agreement ") with Two Prime Lending Limited (" Two Prime "), as lender. The funds made available pursuant to the Two Prime Master Loan Agreement are expected to be used to support Bitcoin mining hashrate deployment, invest in high-performance computing (HPC) capabilities, and fund the Company's evolving Digital Asset Management strategies. General Nature of the Facility The Two Prime Master Loan Agreement provides for a revolving credit facility of up to $100 million. Interest Rate Amounts borrowed under the Two Prime Master Loan Agreement will bear interest at a rate equal to the Term SOFR Rate (as defined in the Two Prime Master Loan Agreement) plus 3.55%. Maturity The facility will mature on September 14, 2026 (the " Maturity Date "). The Company may prepay any outstanding amounts borrowed, in whole or in part, without premium or penalty, at any time prior to the Maturity Date. Amounts prepaid may be reborrowed, in whole or in part, at any time prior to the Maturity Date. Security for the Borrowings The Company's obligations under the Two Prime Master Loan Agreement are secured by the Company's interest in digital assets, which may include Bitcoin or any digital currency that the Company and Two Prime agree upon (the "Collateral") and Two Prime's recourse under the Two Prime Master Loan Agreement is limited to the Collateral. Financial Covenants The Company must satisfy ongoing collateral maintenance requirements. If the value of posted collateral falls below the specified margin threshold, the Company must promptly post additional collateral or repay a portion of the loan. Failure to maintain sufficient collateral can result in an event of default and remedies available to Two Prime, including the right to liquidate pledged collateral. The Two Prime Master Loan Agreement contains

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 25, 2025, the Company announced its entry into the Two Prime Master Loan Agreement. A copy of the press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Act, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Two Prime Master Loan Agreement, dated September 19, 2025. 99.1 Press Release, dated September 25, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Portions of this exhibit have been redacted in compliance with Item 601(a)(6) of Regulation S-K. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CLEANSPARK, INC. Date: September 25, 2025 By: /s/ Leighton R. Koehler Leighton R. Koehler, General Counsel 4

View Full Filing

View this 8-K filing on SEC EDGAR