Cleanspark, Inc. 8-K Filing

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
• $1 billion — to market conditions and other factors, $1 billion aggregate principal amount of its conve
• $200 million — s are first issued, up to an additional $200 million aggregate principal amount of the notes
• $59 million — the Company determined to accrue for a $59 million liability for additional miner acquisit

Filing Documents

• clsk-20251110.htm (8-K) — 54KB
• clsk-ex99_1.htm (EX-99.1) — 20KB
• 0001193125-25-274179.txt ( ) — 214KB
• clsk-20251110.xsd (EX-101.SCH) — 44KB
• clsk-20251110_htm.xml (XML) — 6KB

01 Other Events

Item 8.01 Other Events. On November 10, 2025, the Company issued a press release announcing its intention to offer (the "Convertible Notes Offering"), subject to market conditions and other factors, $1 billion aggregate principal amount of its convertible senior notes due 2032 to the initial purchasers for resale in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to grant to the initial purchasers of the notes an option to purchase, within a thirteen-day period beginning on, and including, the date on which the notes are first issued, up to an additional $200 million aggregate principal amount of the notes. A copy of the press release announcing the Convertible Notes Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form 8-K shall not constitute an offer to sell, or a solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful under the securities laws of any such state or jurisdiction.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 10, 2025, CleanSpark, Inc. (the "Company") provided the following information in a preliminary offering memorandum related to the Convertible Notes Offering (defined herein) described in Item 8.01 below. "Subsequent to June 30, 2025, the Company determined to accrue for a $59 million liability for additional miner acquisition costs and indirect tax exposure relating to state use taxes and related statutory interest and standard penalties liability." The information contained in Item 7.01 are being "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18 of the Exchange Act. The information in Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing. Cautionary Note Regarding Forward-Looking Statements.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated November 10, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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: November 10, 2025 By: /s/ S. Matthew Schultz Name: S. Matthew Schultz Title: Chief Executive Officer 3

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