CleanSpark, Inc. Announces Proposed Private Offering of $1 Billion of Convertible Notes

About this update from Cleanspark, Inc.

[{"type":"text","content":"\n LAS VEGAS, Nov. 10, 2025 /PRNewswire/ -- CleanSpark, Inc. (Nasdaq: CLSK), America's Bitcoin Miner® (\"CleanSpark\" or the \"Company\"), today announced that it intends to offer, subject to market conditions and other factors, $1 billion aggregate principal amount of convertible senior notes due 2032 (the \"Convertible Notes\") 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\").\n \n \n \n \n \n \n \n CleanSpark also expects to grant the initial purchasers of the Convertible Notes an option to purchase, within a 13-day period beginning on, and including the date on which the Convertible Notes are first issued, up to an additional $200 million aggregate principal amount of the Convertible Notes. 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.\n The Company intends to use up to $400 million of the net proceeds from the offering to repurchase shares of the Company's common stock (the \"common stock\") from investors in the Convertible Notes, and the remaining net proceeds for the expansion of the Company's power and land portfolio, the development of data center infrastructure, the repayment of outstanding bitcoin-backed line of credit balances and general corporate purposes.\n The Convertible Notes will be senior unsecured obligations of the Company. The Convertible Notes will not bear regular interest, and the principal amount of the Convertible Notes will not accrete. The Convertible Notes will mature on February 15, 2032, unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to August 15, 2031, the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.\n The Convertible Notes will be convertible into cash, shares of the common stock or a combination of cash and shares of the common stock, at the Company's election. The initial conversion rate and other terms of the Convertible Notes will be det...

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