CleanSpark unit prices $2.276B notes due 2031

CleanSpark’s subsidiary priced a $2.276 billion private senior secured notes offering to fund its Sandersville data center build-out and related reserves.

Rhea-AI Filing Summary

CleanSpark, Inc. (CLSK) announced that its wholly owned indirect subsidiary, CSDC Finance I, LLC, has priced an offering of $2.276 billion aggregate principal amount of 7.875% senior secured notes due 2031, to be issued at 98.500% of principal. The notes will be sold in a private placement to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, with closing expected on September 25, 2026, subject to customary conditions.

Net proceeds are intended to finance remaining costs for the Sandersville data center facility, reimburse prior equity contributions related to that project, 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 guarantor and the issuer’s equity. CleanSpark will provide a customary completion guarantee for the Sandersville Facility.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Senior secured notes principal amount: $2.276 billion Coupon rate on notes: 7.875% Issue price as percentage of principal: 98.500% +3 more

6 metrics

Senior secured notes principal amount $2.276 billion Aggregate principal amount of 7.875% senior secured notes due 2031

Coupon rate on notes 7.875% Interest rate on senior secured notes due 2031

Issue price as percentage of principal 98.500% Offering price of the notes relative to principal amount

Maturity year of notes 2031 Senior secured notes due in 2031

Expected closing date September 25, 2026 Anticipated closing of the notes offering, subject to conditions

Power portfolio controlled More than 1.8 GW Power, land, and data centers portfolio across the United States

Key Terms

senior secured notes, Rule 144A, Regulation S, first-priority liens, +1 more

5 terms

senior secured notes financial

"offering of 7.875% senior secured notes due 2031"

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

"qualified institutional buyers in reliance on Rule 144A under the Securities Act"

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 under the Securities Act"

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

"secured by first-priority liens on substantially all assets of the Issuer"

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

"CleanSpark will provide a customary completion guarantee with respect to the Sandersville Facility"

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.

FAQ

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

What type and size of debt is CleanSpark (CLSK) raising in this transaction?

CleanSpark’s subsidiary priced an offering of $2.276 billion aggregate principal amount of 7.875% senior secured notes due 2031, to be sold in a private transaction to qualified institutional buyers and certain non-U.S. investors.

What is the interest rate and issue price of CleanSpark’s new notes?

The notes carry a 7.875% coupon and are being offered at 98.500% of their principal amount, meaning they are issued at a slight discount to par value.

When is the CleanSpark (CLSK) notes offering expected to close?

The offering is expected to close on September 25, 2026, subject to customary closing conditions. There is no assurance in the disclosure as to whether or on what terms the offering will ultimately be completed.

How will CleanSpark use the net proceeds from the $2.276 billion notes offering?

Net proceeds are intended to finance remaining costs of the Sandersville data center facility, reimburse prior equity contributions made for that facility, and fund debt service reserves related to the notes.

What collateral and guarantees back CleanSpark’s new senior secured notes?

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 guarantor and on all equity interests of the issuer held by its direct parent. CleanSpark will also provide a completion guarantee for the Sandersville Facility.

Are CleanSpark’s new notes registered with the SEC or publicly offered?

No. The notes have not been registered under the Securities Act and will be offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S in a private offering.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/18/2026 - 05:19 PM Accepted by SEC EDGAR 09/18/2026 - 05:18 PM Learn about SEC filing dates

false0000827876CLEANSPARK, INC.0000827876clsk:RedeemableWarrantsMember2026-09-182026-09-1800008278762026-09-182026-09-180000827876us-gaap:CommonStockMember2026-09-182026-09-18

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 18, 2026

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 8.01. Other Events.

On September 18, 2026, CleanSpark, Inc. (“CleanSpark” or the “Company”) issued a press release announcing that CSDC Finance I, LLC, its wholly owned indirect subsidiary, priced its offering of $2.276 billion aggregate principal amount of 7.875% senior secured notes due 2031 (the “Offering”) at a price equal to 98.500% of their principal amount. The Offering is expected to close on September 25, 2026, subject to customary closing conditions.

The notes will only be sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act.

A copy of the press release announcing the pricing of the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

Forward Looking Statements

This Current Report on Form 8-K 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 is including this statement for purposes of complying with these safe harbor provisions. Any statements made in this Current Report on Form 8-K that are not statements of historical fact, such as statements regarding the completion of the 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 its 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 Current Report on Form 8-K, 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 it may make to modify aspects of its 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. Potential investors, stockholders and other readers are cautioned to carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of CleanSpark’s 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 in 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of the Company, dated September 18, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: September 18, 2026

			CLEANSPARK, INC.
		By:	/s/ Gary A. Vecchiarelli
			Gary A. Vecchiarelli President and Chief Financial Officer

Exhibit 99.1

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

LAS VEGAS September 18, 2026 — 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 otes 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 Contacts:

Kyle Sourk

702-989-7693

ir@cleanspark.com

Media Contact:

Eleni Stylianou

702-989-7694

pr@cleanspark.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 22.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 43.7 KB