CleanSpark, Inc. Files 8-K for Governance Updates

TL;DR

CLSK filed an 8-K for bylaw/code of ethics updates, no major financial news.

AI Summary

On September 26, 2025, CleanSpark, Inc. filed an 8-K report detailing amendments to its Articles of Incorporation or Bylaws and changes to its Code of Ethics. These filings do not involve any specific financial transactions or new business developments but rather administrative and governance updates for the Nevada-based company.

Why It Matters

This filing indicates CleanSpark, Inc. is updating its internal governance and corporate structure, which can impact regulatory compliance and shareholder rights.

Risk Assessment

Risk Level: low — The filing pertains to administrative and governance changes, not significant financial events or operational shifts.

Key Players & Entities

• CleanSpark, Inc. (company) — Registrant
• Nevada (location) — State of Incorporation
• 001-39187 (other) — Commission File Number
• 87-0449945 (other) — IRS Employer Identification No.
• September 26, 2025 (date) — Date of Report

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

Filing Documents

• clsk-20250926.htm (8-K) — 61KB
• clsk-ex3_1.htm (EX-3.1) — 302KB
• clsk-ex14_1.htm (EX-14.1) — 90KB
• img143345415_0.jpg (GRAPHIC) — 18KB
• 0001193125-25-220444.txt ( ) — 682KB
• clsk-20250926.xsd (EX-101.SCH) — 45KB
• clsk-20250926_htm.xml (XML) — 6KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 26, 2025, the Board of Directors (the "Board") of CleanSpark, Inc. (the "Company") adopted and approved an amendment and restatement of the Company's Amended and Restated Bylaws (as amended and restated, the "Second Amended and Restated Bylaws") that became effective immediately. The amendments, among other things: Eliminate the ability of stockholders to call a special meeting (Section 2.2); Eliminate the ability of stockholders to act by written consent (Section 2.9); Change the advance notice bylaw provisions to, among other things, revise the timeframes under which stockholders must deliver notices relating to the submission of stockholder proposals and/or nominees, address matters relating to the universal proxy rules and increase informational requirements of such stockholders and their respective director nominees (Section 2.13); Eliminate stockholder inspection of the stock ledger regardless of the size of the holdings of the stockholder and beyond the statutory protection already afforded stockholders (Section 2.15); Eliminate stockholder inspection rights regardless of the size of the holdings of the stockholder and that exceed the statutory protection already afforded stockholders (Section 2.16); Add language clarifying that the Board is exclusively permitted to determine its size as permitted under applicable law (Section 3.2); Delete the limitations on powers that the Board of Directors may delegate to a committee of the Board (Section 3.16); Add a provision stating that the federal district courts of the United States will be the exclusive forum for claims arising under the Securities Act of 1933, as amended (the "Securities Act") (Section 11.1). Incorporate technical, ministerial, clarifying and conforming changes, including to align the Second Amended and Restated Bylaws with various provisions of the Nevada Revised Statutes. The for

05 Amendments to the registrant's code of ethics, or waiver of a provision of the code of ethics

Item 5.05 Amendments to the registrant's code of ethics, or waiver of a provision of the code of ethics. On September 26, 2025, the Board adopted an updated and revised code of business conduct and ethics (the "Code"). The Code applies to all directors, officers, and employees of the Company. The updates and revisions to the Code, among other things: clarify and revise provisions relating to compliance with laws, protection of proprietary information, conflicts of interest, international trade controls, sanctions, anti-money laundering and gifts, and also make other non-substantive administrative and stylistic changes. The amended Code is effective September 26, 2025, and does not result in any waiver with respect to any officer, director, employee or agent of the Company from any provision of the Code as in effect prior to the Board's action to amend the Code. The summary description of these updates and revisions to the Code set forth above is qualified in its entirety by reference to the full text of the Code, as amended, which is filed herewith as Exhibit 14.1 and can also be found on the Company's corporate website at https://investors.cleanspark.com/governance/governance-documents/default.aspx. The contents on the Company's website are not incorporated by reference in this report. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Second Amended and Restated Bylaws of CleanSpark, Inc. 14.1 Code of Business Conduct and Ethics. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 26, 2025 By: /s/ Leighton R. Koehler Leighton R. Koehler, General Counsel 4

View Full Filing

View this 8-K filing on SEC EDGAR