CleanSpark updates bylaws and ethics code

CleanSpark, Inc. filed a current report describing significant changes to its corporate bylaws and ethics code.

Rhea-AI Filing Summary

CleanSpark, Inc. filed a current report describing significant changes to its corporate bylaws and ethics code. On September 26, 2025, the board approved Second Amended and Restated Bylaws that immediately took effect. The revisions remove stockholders’ ability to call special meetings and to act by written consent, tighten advance notice requirements for stockholder proposals and director nominations, and expand the information stockholders and nominees must provide, including in light of universal proxy rules.

The amendments also restrict stockholder inspection rights for the stock ledger and other records beyond existing statutory protections, clarify that only the board may determine its own size, and remove prior limits on powers that may be delegated to board committees. In addition, the bylaws now specify that federal district courts are the exclusive forum for claims under the Securities Act of 1933. Separately, the board adopted an updated code of business conduct and ethics effective September 26, 2025, refining provisions on legal compliance, proprietary information, conflicts of interest, trade controls, sanctions, anti-money laundering, and gifts without granting any waivers.

Insights

Corporate governance analyst

CleanSpark centralizes governance authority in the board while updating its ethics framework.

CleanSpark’s board approved new bylaws on September 26, 2025 that shift several key governance levers toward board control. Stockholders no longer have the ability to call special meetings or act by written consent, and must meet revised advance notice rules with expanded disclosure to nominate directors or submit proposals, including provisions tailored to universal proxy requirements.

The bylaws also narrow stockholder inspection rights and confirm that only the board may set its own size, while removing earlier limits on powers the board can delegate to committees. An exclusive federal forum clause for Securities Act of 1933 claims channels those disputes to U.S. federal district courts. On the same date, the company adopted an updated code of business conduct and ethics, strengthening and clarifying policies on compliance, confidential information, conflicts, trade controls, sanctions, anti-money laundering, and gifts, with the company stating that no waivers for any individuals result from these changes.

8-K Event Classification

3 items: 5.03, 5.05, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics Governance

The company amended or granted a waiver from its code of ethics for senior financial officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What governance changes did CleanSpark (CLSK) make on September 26, 2025?

On September 26, 2025, CleanSpark adopted Second Amended and Restated Bylaws that remove stockholders’ ability to call special meetings or act by written consent, revise advance notice provisions for proposals and nominations, narrow inspection rights, confirm that only the board sets its size, and add a federal forum clause for Securities Act claims.

How did CleanSpark’s new bylaws affect stockholder meeting and consent rights?

The updated bylaws for CleanSpark explicitly eliminate stockholders’ ability to call a special meeting and eliminate stockholders’ ability to act by written consent, meaning such actions must now proceed through board-controlled processes and formal meetings under the revised framework.

What changes did CleanSpark (CLSK) make to advance notice and inspection provisions?

CleanSpark’s bylaws change advance notice rules to adjust the timing and information required for stockholder proposals and director nominations, including addressing universal proxy rules. They also eliminate stockholder inspection of the stock ledger and other records beyond protections provided under Nevada law, reducing direct stockholder access to certain corporate information.

What is the new exclusive forum provision in CleanSpark’s bylaws?

The amended bylaws include a provision stating that federal district courts of the United States are the exclusive forum for claims arising under the Securities Act of 1933, channeling those securities law disputes to the federal court system rather than state courts.

How did CleanSpark update its code of business conduct and ethics?

On September 26, 2025, CleanSpark adopted an updated code of business conduct and ethics that clarifies and revises sections on legal compliance, protection of proprietary information, conflicts of interest, international trade controls, sanctions, anti-money laundering, and gifts, while also making administrative and stylistic updates. The company states the amendments do not constitute a waiver for any director, officer, employee, or agent.

Who does CleanSpark’s revised code of ethics apply to?

The revised Code of Business Conduct and Ethics applies to all directors, officers, and employees of CleanSpark, covering topics such as compliance with laws, handling of proprietary information, conflicts of interest, trade controls, sanctions, anti-money laundering, and gift policies.

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Accepted by SEC EDGAR 09/26/2025 - 04:05 PM Learn about SEC filing dates

0000827876--09-30falseCLEANSPARK, INC.00008278762025-09-262025-09-260000827876us-gaap:CommonStockMember2025-09-262025-09-260000827876clsk:RedeemableWarrantsMember2025-09-262025-09-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2025

CleanSpark, Inc.

(Exact name of Registrant as Specified in Its Charter)

Nevada			001-39187	87-0449945
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
10624 S. Eastern Ave. Suite A - 638
Henderson, Nevada				89052
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 989-7692

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CLSK		The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for 0.069593885 shares of common stock at an exercise price of $165.24 per whole share		CLSKW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 foregoing description of the changes to the Company’s Amended and Restated Bylaws as set forth in the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, which is included as Exhibit 3.1 hereto and is incorporated herein by reference.

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.

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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)

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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

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