CleanSpark (CLSK) rewrites Series A preferred terms and declares one-time special dividend

Rhea-AI Filing Summary

CleanSpark, Inc. amended the terms of its Series A Preferred Stock through a First Amended and Restated Certificate of Designation effective March 20, 2026. The quarterly dividend equal to 2% of earnings before interest, taxes and amortization was eliminated and replaced with a one-time Special Final Preferred Dividend of $17.1428571428571 per share of Series A Preferred outstanding.

The filing clarifies voting mechanics for the Series A Preferred, tying their vote to either a majority of insider holders, the Board’s recommendation, or the common stock vote, depending on ownership and Board action. Each Series A share retains 45 votes and will automatically convert into three shares of common stock upon a defined Change of Control Event.

The Board, excluding the two director holders, approved both the amended designation and the Special Final Preferred Dividend, which is payable to Series A holders of record as of March 19, 2026, with payment expected on or about March 24, 2026.

Insights

Corporate governance and capital structure analyst

CleanSpark restructures Series A Preferred economics and voting without changing super-voting power.

CleanSpark revised its Series A Preferred Stock so holders receive a single Special Final Preferred Dividend of $17.1428571428571 per share instead of ongoing quarterly dividends tied to EBITDA. This simplifies the security’s economic profile by converting a variable earnings-based stream into a fixed one-time payment.

The amendment also formalizes how these high-vote shares participate in company votes, depending on whether insiders hold a majority and whether the Board makes a recommendation. Each share still carries 45 votes and automatically converts into three common shares in a Change of Control Event, preserving significant voting influence until such an event.

The Board approved the changes while excluding interested directors, and set the Special Final Preferred Dividend for Series A holders of record on March 19, 2026, with payment expected around March 24, 2026. The overall impact depends on the number of Series A shares outstanding, which is not detailed in this excerpt.

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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): March 19, 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 3.03 Material Modification to Rights of Security Holders

On March 20, 2026, CleanSpark, Inc. (the “Company”) filed a First Amended and Restated Certificate of Designation of Series A Preferred Stock (the “Amended and Restated CoD”) with the office of the Nevada Secretary of State, which became effective on such date. The Amended and Restated CoD amends the terms of the Company’s Series A Preferred Stock (the “Series A Preferred”) to provide that: (i) the quarterly dividend payable to holders of the Series A Preferred (the “Series A Holders”), calculated as 2% of the Company’s earnings before interest, taxes and amortization, has been eliminated; (ii) the Series A Holders are entitled to a one-time special dividend of $17.1428571428571 per share of Series A Preferred outstanding and are otherwise not entitled to further dividends (the “Special Final Preferred Dividend”); (iii) (A) all shares of Series A Preferred will vote in accordance with the vote of the holders of a majority of the shares of Series A Preferred, if a majority of the shares of Series A Preferred continue to be held by directors or officers of the Company or entities controlled by directors or officers of the Company, (B) if officers, directors, or entities controlled by officers or directors do not own a majority of the shares of the Series A Preferred, then all of the shares of Series A Preferred will vote in accordance with the recommendation of the Board of Directors of the Company (the “Board”) and (C) if there is no such Board recommendation, then the shares of Series A Preferred will vote in the same manner and proportion as shares of the Company’s common stock and any other class or series of the Company’s capital stock that are entitled to vote, and (iv) each share of Series A Preferred will automatically convert into three shares of Common Stock in connection with a Change of Control Event (as defined in the Amended and Restated CoD). Each share of Series A Preferred continues to be entitled to 45 votes.

The Series A Holders consist of S. Matthew Schultz (the Chairman of the Board and Chief Executive Officer of the Company), Larry McNeill (a member of the Board) and Celtic, LLC, an entity controlled by Messrs. Schultz and McNeill, as well as Zachary K. Bradford (the former Chief Executive Officer of the Company). The Amended and Restated CoD was approved by the Board, excluding Messrs. Schultz and McNeill, and also received the requisite approval of the Series A Holders in their capacity as such.

The information set forth in this Item 3.03 is qualified in its entirety by reference to the complete text of the Amended and Restated CoD, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 3.03 by reference.

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

The information contained in Item 3.03 above is incorporated into this Item 5.03 by reference.

Item 8.01 Other Events

In connection with the approval of the Amended and Restated CoD, the Board, excluding Messrs. Schultz and McNeill, approved the payment of the Special Final Preferred Dividend to the Series A Holders of record as of March 19, 2026, which the Company expects to pay on or about March 24, 2026.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
3.1	First Amended and Restated Certificate of Designation of Series A Preferred Stock of CleanSpark, Inc., effective March 20, 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.

			CLEANSPARK, INC.
Date:	March 24, 2026	By:	/s/ Leighton R. Koehler
			Leighton R. Koehler, Secretary & General Counsel

FAQ

What did CleanSpark (CLSK) change about its Series A Preferred Stock?

CleanSpark amended its Series A Preferred Stock to remove the quarterly dividend based on 2% of EBITDA and replace it with a one-time Special Final Preferred Dividend. It also clarified voting rules and confirmed automatic conversion into three common shares upon a defined Change of Control Event.

How much is CleanSpark’s Special Final Preferred Dividend for Series A shares?

The Special Final Preferred Dividend is set at $17.1428571428571 per Series A Preferred share outstanding. This payment replaces the prior ongoing quarterly dividend tied to 2% of earnings before interest, taxes and amortization, effectively converting variable future dividends into a fixed, single distribution.

When will CleanSpark pay the Special Final Preferred Dividend on Series A Preferred?

The Board approved the Special Final Preferred Dividend for Series A holders of record on March 19, 2026. CleanSpark expects to pay this one-time dividend on or about March 24, 2026, according to the disclosed timing in the current report on Form 8-K.

How do the voting rights of CleanSpark’s Series A Preferred Stock work after the amendment?

Each Series A Preferred share continues to carry 45 votes. Voting follows either the majority of Series A shares if insiders hold a majority, the Board’s recommendation if they do not, or mirrors common stock voting when no Board recommendation exists, depending on the outlined conditions.

What happens to CleanSpark’s Series A Preferred Stock in a Change of Control Event?

In a Change of Control Event, each Series A Preferred share will automatically convert into three shares of CleanSpark common stock. The specific definition of a Change of Control Event is set out in the Amended and Restated Certificate of Designation referenced in the filing.

Who currently holds CleanSpark’s Series A Preferred Stock?

Series A Preferred holders include CEO and Chairman S. Matthew Schultz, director Larry McNeill, Celtic, LLC controlled by Schultz and McNeill, and former CEO Zachary K. Bradford. These holders approved the Amended and Restated Certificate of Designation in their capacity as Series A holders.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 EX-3.1 50.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 45.1 KB