CleanSpark, Inc. Announces Closing of Upsized
$1.15 Billion Zero-Coupon Convertible Notes Offering
LAS VEGAS, November 13, 2025 – CleanSpark, Inc. (Nasdaq: CLSK), America's Bitcoin Miner® (“CleanSpark” or the “Company”), today announced that it completed its previously announced offering (the “Offering”) of $1.15 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “Convertible Notes”). The Convertible Notes were sold 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”).
The Company has also repurchased 30.6 million shares of the Company’s common stock, (“Common Stock”) (representing approximately 10.9% of the Common Stock currently outstanding) for approximately $460.0 million from investors in the Offering, which will be removed from the Company’s outstanding share count. None of the shares were repurchased from any of the Company’s directors and officers, as all signed 45-day lock-up agreements in connection with the Offering.
“This transformative $1.15 billion offering marks a defining moment in CleanSpark’s growth as a leading energy and infrastructure compute platform, strengthened by the support of world-class institutional investors,” said Matt Schultz, CleanSpark Chairman and Chief Executive Officer. “Our repurchase of more than 10% of our outstanding shares for approximately $460 million reinforces our confidence in the business we’re building and our commitment to long-term value creation. This capital empowers us to expand our power portfolio and meet the accelerating demand for high-performance and AI-driven data center infrastructure.”
The net proceeds to the Company from the sale of the Convertible Notes were approximately $1.13 billion, after deducting the initial purchasers’ discounts and estimated expenses payable by the Company in connection with the offering. The Company has used approximately $460.0 million to repurchase shares of its common stock from investors in the Offering and intends to use the remaining net proceeds for the expansion of its power and land portfolio, the development of data center infrastructure, the repayment of outstanding bitcoin-backed line of credit balances and general corporate purposes.
The Convertible Notes and any shares of common stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act or securities laws of any other jurisdiction, and the Convertible Notes and such shares of common stock 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.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Convertible Notes, nor shall there be any sale of the Convertible Notes or common