LAS VEGAS, Nov. 10, 2025/ PRNewswire/– CleanSpark, Inc. (NASDAQ: CLSK), America’s Bitcoin Miner ® (” CleanSpark” or the “Business”), today revealed the upsize and rates of its offering of $ 1.15 billion aggregate principal quantity of 0.00% Convertible Senior Notes due 2032 (the “Convertible Notes”). The Convertible Notes will be offered to the preliminary buyers for resale in a personal offering to individuals fairly thought to be certified institutional purchasers in dependence on Guideline 144A under the Securities Act of 1933, as modified (the “Securities Act”).
Crucial Element of the Deal:
- $ 1.15 billion 0.00% Convertible Senior Notes providing (27.50% conversion premium)
- The repurchase of around $ 460 million of the typical stock from financiers in the Convertible Notes
CleanSpark has actually approved the preliminary buyers of the Convertible Notes a 13-day alternative to buy as much as an extra $ 150 million aggregate principal quantity of the Convertible Notes. The offering is anticipated to close on November 13, 2025, based on complete satisfaction of traditional closing conditions.
Usage of Earnings:
The Business prepares for that the aggregate net profits from the offering of Convertible Notes will be around $ 1.13 billion (or around $ 1.28 billion if the preliminary buyers work out completely their alternative to buy extra Convertible Notes), after subtracting the preliminary buyers’ discount rates and approximated costs payable by the Business. The Business means to utilize around $ 460 million to repurchase shares of its typical stock from financiers in the Convertible Notes, and the staying net profits for the growth of the Business’s power and land portfolio, the advancement of information center facilities, the payment of exceptional bitcoin– backed credit line balances and basic business functions.
Extra Information of the Convertible Notes:
The Convertible Notes will be senior unsecured responsibilities of the Business. The Convertible Notes will not bear routine interest, and the primary quantity of the Convertible Notes will not accrete. The Convertible Notes will develop on February 15, 2032, unless earlier redeemed, redeemed or transformed in accordance with their terms. Prior to August 15, 2031, the Convertible Notes will be convertible just upon complete satisfaction of particular conditions and throughout particular durations, and afterwards, the Convertible Notes will be convertible at any time till the close of service on the 2nd scheduled trading day instantly preceding the maturity date.
The Convertible Notes will be convertible into money, shares of the typical stock or a mix of money and shares of the typical stock, at the Business’s election. The conversion rate will at first be 52.1832 shares of typical stock per $ 1,000 primary quantity of Convertible Notes (comparable to a preliminary conversion rate of around $ 19.16 per share of the typical stock). The preliminary conversion rate of the Convertible Notes represents a premium of around 27.50% to the $ 15.03 closing rate per share of the typical stock on The Nasdaq Capital Market on November 10, 2025 The conversion rate will undergo modification in particular situations. In addition, upon conversion in connection with particular business occasions or a notification of redemption, the conversion rate will increase.
The Business might not redeem the Convertible Notes prior to February 20, 2029 The Business might redeem for money all or any part of the Convertible Notes, at its alternative, on or after February 20, 2029, if the last noted list price of the typical stock has actually been at least 130% of the conversion rate then in impact on each of a minimum of 20 trading days (whether successive) throughout any 30 successive trading day duration (consisting of the last trading day of such duration) ending on, and consisting of, the trading day instantly preceding the date on which the Business supplies notification of redemption to holders at a redemption rate equivalent to 100% of the primary quantity of the Convertible Notes to be redeemed, plus accumulated and unsettled unique interest, if any, to, however leaving out, the redemption date. In connection with particular business occasions or if the Business calls any note for redemption, it will, under particular situations, be needed to increase the conversion rate for holders that choose to transform their notes in connection with such business occasion or notification of redemption.
Holders of the Convertible Notes will can need the Business to buy all or a part of Convertible Notes upon the event of an essential modification (as specified in the indenture governing the Convertible Notes) at a repurchase rate equivalent to 100% of the primary quantity of their Convertible Notes, plus any accumulated and unsettled unique interest, if any.
Share Repurchases:
The Business has actually consented to buy shares of its typical stock from particular of the financiers in the Convertible Notes in independently worked out deals, at a purchase rate per share equivalent to the $ 15.03 closing rate per share of the typical stock on The Nasdaq Capital Market on November 10, 2025
The Convertible Notes and any shares of typical stock issuable upon conversion of the Convertible Notes, if any, have actually not been signed up under the Securities Act, securities laws of any other jurisdiction, and the Convertible Notes and such shares of typical stock might not be provided or offered in the United States missing registration or an appropriate exemption from registration under the Securities Act and any suitable state securities laws. The Convertible Notes will be provided by the preliminary buyers just to individuals fairly thought to be certified institutional purchasers under Guideline 144A under the Securities Act.
This news release will not make up a deal to offer, or a solicitation of a deal to purchase the Convertible Notes, nor will there be any sale of the Convertible Notes or typical stock in any state or jurisdiction in which such a deal, solicitation or sale would be illegal previous to registration or certification under the securities laws of any such state or jurisdiction.
About CleanSpark
CleanSpark (NASDAQ: CLSK), America’s Bitcoin Miner ®, is a market-leading information center designer with a tested performance history of success. We own a portfolio of more than 1.3 GW of power, land, and information centers throughout the United States powered by internationally competitive energy rates. Sitting at the crossway of Bitcoin, energy, functional quality and capital stewardship, we enhance our facilities to provide remarkable go back to our investors. Generating income from low-priced, high dependability energy by producing an international emerging important resource– calculate– positions us to flourish in an ever-changing world.
Positive Declarations
This news release includes positive declarations within the significance of the “safe harbor” arrangements of the Personal Securities Lawsuits Reform Act of 1995, as modified. Such positive declarations consist of declarations worrying expected future occasions and expectations that are not historic truths, such as declarations worrying the approximated net profits of the offering, the expected usage of such net profits and expectations relating to the closing of the offering. All declarations, aside from declarations of historic reality, are declarations that might be considered positive declarations. In addition, positive declarations are generally recognized by words such as “strategy,” “think,” “objective,” “target,” “objective,” “anticipate,” “expect,” “plan,” “outlook,” “price quote,” “projection,” “job,” “continue,” “could,” “may,” “might,” “possible,” “possible,” “anticipate,” “should,” “would,” “will” and other comparable words and expressions, although the lack of these words or expressions does not imply that a declaration is not positive. Positive declarations are based upon the present expectations and beliefs of CleanSpark’s management and are naturally based on a variety of aspects, threats, unpredictabilities and presumptions and their possible results. There can be no guarantee that future advancements will be those that have actually been expected. Real outcomes might differ materially from those revealed or suggested by positive declarations based upon a variety of aspects, threats, unpredictabilities and presumptions, consisting of, to name a few, unpredictabilities connected to the conclusion of the offering and associated deals, consisting of threats connected to the complete satisfaction of the closing conditions for the sale of the Convertible Notes, and other threats explained in the Business’s previous news release and in the Business’s filings with the Securities and Exchange Commission (the “SEC”), consisting of under the heading “Threat Aspects” in those filings, and other threats the Business might recognize from time to time. Positive declarations consisted of herein are made just regarding the date of this news release, and the Business presumes no responsibility to upgrade or modify any positive declarations as an outcome of any brand-new info, altered situations or future occasions or otherwise, other than as needed by suitable law.
Financiers:
Harry Sudock
702-989-7693
ir@cleanspark.com
Media:
Eleni Stylianou
702-989-7694
pr@cleanspark.com
SOURCE CleanSpark, Inc.