CleanSpark, Inc. Announces Pricing of $2.276 Billion of Senior Secured Notes

CleanSpark’s subsidiary prices a $2.276 billion, 7.875% senior secured note issue to help finance and support completion of its Sandersville data center.

Rhea-AI Summary

CleanSpark (CLSK) has priced a private offering of $2.276 billion of 7.875% senior secured notes due 2031, at 98.500% of principal. The notes, issued by subsidiary CSDC Finance I, LLC, are being offered to qualified institutional buyers under Rule 144A and to non‑U.S. investors under Regulation S, with closing expected on September 25, 2026 subject to customary conditions.

Net proceeds are intended to fund remaining build‑out costs of the Sandersville data center, reimburse prior equity contributions for that facility, and fund debt service reserves. The notes will be fully and unconditionally guaranteed by CSRE Properties Sandersville, LLC and secured by first‑priority liens on substantially all assets of the issuer and CSRE Properties, and on all equity interests of the issuer held by its parent. CleanSpark will also provide a completion guarantee for the Sandersville Facility. The notes are unregistered and may only be sold under applicable exemptions.

Positive

• $2.276 billion senior secured notes provide substantial funding capacity for the Sandersville Facility
• Notes priced at 98.500% of principal with a fixed 7.875% coupon due 2031
• Proceeds earmarked to complete Sandersville build, reimburse equity, and fund debt service reserves
• Notes fully and unconditionally guaranteed by CSRE Properties Sandersville, LLC with first‑priority liens on key assets
• CleanSpark completion guarantee supports timely completion of the Sandersville Facility if note proceeds are insufficient

Negative

• New $2.276 billion senior secured debt at a 7.875% coupon increases leverage and interest obligations
• First‑priority liens on substantially all issuer and CSRE Properties assets and issuer equity increase asset encumbrance
• Offering is subject to market and other conditions with no assurance it will be completed as planned

News Explained

The priced notes have a stated principal of $2.276 billion, versus $202.601 million of cash and equivalents at June 30, 2026; the financing is therefore much larger than the latest reported cash balance, while closing remains conditional.

Market Context

Before publication, CLSK closed at $13.35; the September 17 proposed-offering event had a recorded 4...

Analysis

Before publication, CLSK closed at $13.35; the September 17 proposed-offering event had a recorded 4.42% 24-hour reaction, providing directly comparable financing context for today's pricing announcement.

Key Figures

Senior secured notes: $2.276 billion Coupon: 7.875% Issue price: 98.500% of principal amount +2 more

Senior secured notes

$2.276 billion

Offering principal amount

Coupon

7.875%

Notes due 2031

Issue price

98.500% of principal amount

Pricing terms

Maturity

2031

Senior secured notes

Expected closing

September 25, 2026

Subject to customary closing conditions

Historical Context

1 past event · Latest: Sep 17

1 event

1. Sep 17

   Proposed notes offering

   24h Move

   +4.4%

   Prior proposed notes offering covered the same Sandersville financing, guarantees, and secured collateral structure.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior secured notes, rule 144a, regulation s, first-priority liens, +1 more

5 terms

senior secured notes financial

"has priced a $2.276 billion offering of 7.875% senior secured notes"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

rule 144a regulatory

"in reliance on Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"outside of the United States pursuant to Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

first-priority liens financial

"will be secured by first-priority liens on"

A first-priority lien is a legal claim that gives a lender or creditor the first right to specific assets if a borrower cannot pay, meaning they are first in line to be repaid from those assets. For investors, that higher claim lowers the lender’s risk and usually affects interest rates and recovery expectations—similar to having the front seat in a queue to get paid back if the borrower defaults.

completion guarantee financial

"will provide a customary completion guarantee"

A completion guarantee is a promise by a third party—often a parent company, insurer or lender—that a specific project or obligation will be finished even if the primary party cannot complete it. For investors, it reduces the risk that a funded project will stall or fail, much like a co-signer on a loan who steps in to finish payments, and can improve the chances of timely returns and lower financing costs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LAS VEGAS, Sept. 18, 2026 /PRNewswire/ -- CleanSpark, Inc. (Nasdaq: CLSK) ("CleanSpark" or the "Company"), a market-leading data center developer, today announced that its wholly owned subsidiary, CSDC Finance I, LLC (the "Issuer"), has priced a $2.276 billion offering of 7.875% senior secured notes due 2031 (the "Notes") at a price equal to 98.500% of their principal amount. The Notes will be sold 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") and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The offering is expected to close on September 25, 2026, subject to customary closing conditions.

The Issuer intends to use the net proceeds from the offering (a) to finance the remaining cost of the build out of the data center (the "Sandersville Facility"), (b) to reimburse the Company for certain prior equity contributions made in respect of the Sandersville Facility, and (c) to fund debt service reserves.

The Notes will be fully and unconditionally guaranteed by CSRE Properties Sandersville, LLC, a wholly owned direct subsidiary of the Issuer ("CSRE Properties"). The notes and related note guarantee will be secured by first-priority liens on (i) substantially all assets of the Issuer and CSRE Properties, other than certain excluded property, and (ii) all equity interests of the Issuer held by CSDC Holdings I, LLC, a Delaware limited liability company and the direct parent company of the Issuer.

CleanSpark will provide a customary completion guarantee with respect to the Sandersville Facility, under which it will fund the Issuer as necessary to ensure the timely completion of the Sandersville Facility in the event that the proceeds of the Notes are insufficient to do so.

The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed.

The Notes have not been registered under the Securities Act or securities laws of any other jurisdiction, and the Notes 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. The Notes were offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

This press release 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 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 is a market-leading data center developer with a proven track record of success. We control a portfolio of more than 1.8 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 certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, such as statements regarding the anticipated terms of the Notes being offered, the completion, timing and size of the proposed offering of the Notes and the intended use of the net proceeds, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words "may," "will," "should," "expects," "plans," "anticipates," "could," "seeks," "intends," "targets," "projects," "contemplates," "believes," "estimates," "strategy," "future," "forecasts," "opportunity," "predicts," "potential," "would," "will likely result," "continue," and similar expressions (including the negative versions of such words or expressions).

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by CleanSpark and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: volatility in the price of CleanSpark's securities due to a variety of factors, including changes in the competitive and regulated industry in which CleanSpark operates, CleanSpark's evolving business model and strategy and efforts we may make to modify aspects of our business model or engage in various strategic initiatives, variations in performance across competitors, changes in laws and regulations affecting CleanSpark's business, and the ability to implement business plans, forecasts, and other expectations and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 filed with the Securities and Exchange Commission ("SEC") on November 25, 2025, our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2025 filed with the SEC on February 5, 2026, our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 filed with the SEC on May 11, 2026, our Quarterly Report on Form 10 Q for the fiscal quarter ended June 30, 2026 filed with the SEC on August 6, 2026, and CleanSpark's subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and CleanSpark assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:
Investor Relations Contact:
Kyle Sourk
702-989-7693
ir@cleanspark.com 

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

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SOURCE CleanSpark, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who is eligible to purchase CleanSpark’s new senior secured notes?

The notes are being offered in a private transaction only to persons reasonably believed to be qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act, and to non‑U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

What are the key terms of CleanSpark’s new notes, including maturity and pricing?

The notes are senior secured obligations with a coupon of 7.875%, maturing in 2031, and have been priced at 98.500% of their principal amount.

How will the proceeds from the senior secured notes be used?

Net proceeds are intended (a) to finance the remaining cost of the build out of the Sandersville Facility data center, (b) to reimburse CleanSpark for certain prior equity contributions made in respect of the Sandersville Facility, and (c) to fund debt service reserves.

What collateral and guarantees back the new senior secured notes?

The notes will be fully and unconditionally guaranteed by CSRE Properties Sandersville, LLC. They and the related guarantee will be secured by first‑priority liens on substantially all assets of the issuer and CSRE Properties, other than certain excluded property, and on all equity interests of the issuer held by CSDC Holdings I, LLC. CleanSpark will also provide a completion guarantee to fund the issuer if note proceeds are insufficient to complete the Sandersville Facility on time.

Are the senior secured notes registered under the U.S. Securities Act?

No. The notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and 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.