Cleanspark, Inc. 8-K Filing

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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
• $1,150,000,000 — mount of notes sold in the offering was $1,150,000,000. The notes are senior unsecured obligat
• $1.13 b — he sale of the notes were approximately $1.13 billion, after deducting the Initial Purc
• $460.0 million — y. The Company has used approximately $460.0 million to repurchase shares of its common stoc
• $1,000 — l conversion rate of 52.1832 shares per $1,000 principal amount of notes (equivalent t
• $19.16 — itial conversion price of approximately $19.16 per share of common stock). The convers

Filing Documents

• clsk-20251113.htm (8-K) — 67KB
• clsk-ex4_1.htm (EX-4.1) — 1033KB
• clsk-ex99_1.htm (EX-99.1) — 19KB
• img227465082_0.jpg (GRAPHIC) — 4KB
• img227465082_1.jpg (GRAPHIC) — 5KB
• img227465082_2.jpg (GRAPHIC) — 5KB
• img227465082_3.jpg (GRAPHIC) — 6KB
• img227465082_4.jpg (GRAPHIC) — 5KB
• img227465082_5.jpg (GRAPHIC) — 7KB
• 0001193125-25-280105.txt ( ) — 1453KB
• clsk-20251113.xsd (EX-101.SCH) — 44KB
• clsk-20251113_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Convertible Notes Offering On November 13, 2025, CleanSpark, Inc. (the "Company") completed its previously announced private offering of 0.00% Convertible Senior Notes due 2032 ("notes"). The notes were sold under a purchase agreement, dated as of November 10, 2025, entered into by and between the Company and Cantor Fitzgerald & Co., as representative of the several initial purchasers named therein (the "Initial Purchasers"), to the Initial Purchasers for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The aggregate principal amount of notes sold in the offering was $1,150,000,000. The notes are senior unsecured obligations of the Company and are not guaranteed by any of the Company's subsidiaries. The notes were issued at a price equal to 100% of their principal amount. The net proceeds to the Company from the sale of the notes were approximately $1.13 billion, after deducting the Initial Purchasers' discounts and estimated expenses payable by the Company. The Company has used approximately $460.0 million to repurchase shares of its common stock from investors in the notes and intends to use the remaining net proceeds for the expansion of the Company's power and land portfolio, the development of data center infrastructure, the repayment of outstanding bitcoin-backed line of credit balances and general corporate purposes. Indenture and the Notes On November 13, 2025, the Company entered into an indenture (the "Indenture") with respect to the notes with U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The notes will not bear regular interest, and the principal amount of the notes will not accrete. The Company may pay special interest, if any, at its election as the sole remedy for failure to comply with its reporting obligations and under certain other circums

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 2 The Company offered and sold the notes to the Initial Purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act, and the notes were resold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Company will settle conversions of the notes by paying and/or delivering, as the case may be, cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock, at the Company's election. Neither the notes nor the underlying shares of the Company's common stock have been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company does not intend to file a shelf registration statement for the resale of the notes or any common stock issuable upon conversion of the notes.

01 Other Events

Item 8.01 Other Events. On November 13, 2025, the Company issued a press release announcing the closing of the notes offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of November 13, 2025, between CleanSpark, Inc. and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.00% Convertible Senior Notes due 2032. 4.2 Form of note representing the 0.00% Convertible Senior Notes due 2032 (included as Exhibit A to Exhibit 4.1). 99.1 Press Release, dated November 13, 2025, announcing the closure of the offering. 104 Cover Page Interactive Data File (embedded within the Inline XRL 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: November 13, 2025 By: /s/ S. Matthew Schultz Name: S. Matthew Schultz Title: Chief Executive Officer 4

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