CleanSpark, Inc. Announces Closing of Upsized $1.15 Billion Zero-Coupon Convertible Notes Offering

Rhea-AI Summary

CleanSpark (Nasdaq: CLSK) completed an upsized offering of $1.15 billion 0.00% convertible senior notes due 2032 and repurchased 30.6 million shares (about 10.9% of outstanding common stock) for approximately $460.0 million. Net proceeds were approximately $1.13 billion. The company used ~$460.0 million to repurchase shares and intends to use remaining proceeds for power and land portfolio expansion, data center infrastructure development, repayment of bitcoin-backed line of credit balances, and general corporate purposes. Convertible notes and any shares issuable upon conversion are unregistered.

Positive

• Raised $1.15 billion through 0.00% convertible notes
• Repurchased 30.6M shares (~10.9% outstanding) for $460.0M
• Net proceeds of $1.13 billion available for growth

Negative

• Convertible notes may dilute shareholders if converted into common stock
• Used $460.0M of proceeds for buyback, reducing available cash for other uses

Insights

Capital Markets Strategist

Large zero‑coupon convertible raise and a sizeable share buyback materially reshape capital structure and fund expansion.

CleanSpark issued $1.15 billion of 0.00% convertible senior notes due 2032, receiving net proceeds of about $1.13 billion. The company used roughly $460.0 million to repurchase 30.6 million shares, or about 10.9% of outstanding common stock, which the company will retire.

This transaction supplies near‑term liquidity for stated uses: power and land expansion, data center development, and repayment of bitcoin‑backed lines of credit. The zero‑coupon feature implies no cash interest payments until maturity, preserving cash flow now but creating a long‑dated liability that may convert into equity if conversion features are exercised.

Key dependencies and risks include conversion mechanics and potential future dilution if noteholders convert, plus execution risk on capital deployment for power and data center projects. The removal of repurchased shares reduces current share count, increasing per‑share metrics absent later dilution.

Watch the convertible conversion terms, any future registration statements enabling conversion or resale, and spending cadence on land/power projects over the next 12–36 months.

Corporate Finance Analyst

The raise and buyback are a significant liquidity and capital‑structure event with clear near‑term uses and quantifiable share reduction.

The company repurchased ~30.6 million shares for ~$460.0 million, removing ~10.9% of shares from the float, while netting roughly $670.0 million of additional proceeds for growth and line‑of‑credit repayment after the buyback. The notes carry a 0.00% coupon and mature in 2032.

Positive aspects include a large cash runway for stated capital projects and immediate share count reduction. Offsetting considerations: the convertible notes are a material liability on the balance sheet and may convert into equity, which would dilute holders later. The 45‑day lock‑ups for insiders limit immediate insider selling but do not remove longer‑term dilution risk.

Concrete items to monitor: the exact conversion rate and caps, filings that register issuable shares or permit conversion, and quarterly disclosures showing use of the remaining net proceeds across power, land, and data center development within the next 12 months to 36 months.

LAS VEGAS, Nov. 13, 2025 /PRNewswire/ -- CleanSpark, Inc. (Nasdaq: CLSK), America's Bitcoin Miner® ("CleanSpark" or the "Company"), today announced that it completed its previously announced offering (the "Offering") of $1.15 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the "Convertible Notes"). The Convertible Notes were sold 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 of 1933, as amended (the "Securities Act").

The Company has also repurchased 30.6 million shares of the Company's common stock, ("Common Stock") (representing approximately 10.9% of the Common Stock currently outstanding) for approximately $460.0 million from investors in the Offering, which will be removed from the Company's outstanding share count. None of the shares were repurchased from any of the Company's directors and officers, as all signed 45-day lock-up agreements in connection with the Offering.

"This transformative $1.15 billion offering marks a defining moment in CleanSpark's growth as a leading energy and infrastructure compute platform, strengthened by the support of world-class institutional investors," said Matt Schultz, CleanSpark Chairman and Chief Executive Officer. "Our repurchase of more than 10% of our outstanding shares for approximately $460 million reinforces our confidence in the business we're building and our commitment to long-term value creation. This capital empowers us to expand our power portfolio and meet the accelerating demand for high-performance and AI-driven data center infrastructure."

The net proceeds to the Company from the sale of the Convertible Notes were approximately $1.13 billion, after deducting the initial purchasers' discounts and estimated expenses payable by the Company in connection with the offering. The Company has used approximately $460.0 million to repurchase shares of its common stock from investors in the Offering and intends to use the remaining net proceeds for the expansion of its power and land portfolio, the development of data center infrastructure, the repayment of outstanding bitcoin-backed line of credit balances and general corporate purposes.

The Convertible Notes and any shares of common stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act or securities laws of any other jurisdiction, and the Convertible Notes and such shares of common stock may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. 

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Convertible Notes, nor shall there be any sale of the Convertible Notes or common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. 

About CleanSpark
CleanSpark (Nasdaq: CLSK), America's Bitcoin Miner®, is a market-leading data center developer with a proven track record of success. We own a portfolio of more than 1.3 GW of power, land, and data centers across the United States powered by globally competitive energy prices. Sitting at the intersection of Bitcoin, energy, operational excellence and capital stewardship, we optimize our infrastructure to deliver superior returns to our shareholders. Monetizing low-cost, high reliability energy by producing a global emerging critical resource – compute – positions us to prosper in an ever-changing world.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts, such as statements concerning the anticipated use of the net proceeds of the offering. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as "plan," "believe," "goal," "target," "aim," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would," "will" and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of CleanSpark's management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others, risks described in the Company's prior press releases and in the Company's filings with the Securities and Exchange Commission (the "SEC"), including under the heading "Risk Factors" in those filings, and other risks the Company may identify from time to time. Forward-looking statements contained herein are made only as to the date of this press release, and the Company assumes no obligation to update or revise any forward-looking statements as a result of any new information, changed circumstances or future events or otherwise, except as required by applicable law.

Investors:
Harry Sudock
702-989-7693
ir@cleanspark.com 

Media:
Eleni Stylianou
702-989-7694
pr@cleanspark.com 

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SOURCE CleanSpark, Inc.

FAQ

What did CleanSpark (CLSK) announce on November 13, 2025?

CleanSpark completed an upsized $1.15 billion offering of 0.00% convertible senior notes due 2032 and repurchased 30.6 million shares for about $460.0 million.

How many CleanSpark (CLSK) shares were repurchased and what percent did that represent?

The company repurchased 30.6 million shares, representing approximately 10.9% of common stock currently outstanding.

What are CleanSpark (CLSK) net proceeds from the offering and intended uses?

Net proceeds were approximately $1.13 billion, intended for expansion of power and land portfolio, data center development, repayment of bitcoin-backed lines of credit, and general corporate purposes.

Will CleanSpark (CLSK) shares be issued immediately upon conversion of the notes?

The convertible notes and any shares issuable upon conversion have not been registered and may not be offered or sold absent registration or an applicable exemption.

How much cash did CleanSpark (CLSK) spend on the share repurchase from the offering?

CleanSpark used approximately $460.0 million of the offering proceeds to repurchase shares.