#United States #Las Vegas #Convertible Notes #CleanSpark #Bitcoin Miner

CleanSpark, Inc. Announces Upsized Convertible Notes Offering

CleanSpark, Inc., renowned as America’s Bitcoin Miner®, has recently disclosed the upsize and pricing of its offering of $1.15 billion in 0.00% Convertible Senior Notes due in 2032. This strategic move showcases the company's commitment to expanding its operations and enhancing its financial footing.

Offering Details

The offering includes $1.15 billion of Convertible Notes that are set to be sold to initial purchasers, optimizing conditions under Rule 144A of the Securities Act of 1933. One important aspect of this deal is the provision that allows initial purchasers a 13-day option to acquire an additional $150 million in principal.

Expected to close on November 13, 2025, the offering is contingent on customary closing conditions. The anticipated net proceeds from this offering are projected to be around $1.13 billion, potentially climbing to $1.28 billion if additional options are exercised. These funds will primarily be allocated for repurchasing $460 million of CleanSpark's common stock, broadening its power and land holdings, enhancing data center infrastructure, and paying off existing bitcoin-backed credit lines.

Conversion Structure

The Convertible Notes will be senior unsecured obligations and do not accrue regular interest. The bonds will mature on February 15, 2032, unless repurchased or converted beforehand under specific conditions. In the initial phase, they can only be converted under certain circumstances until August 15, 2031. Post this date, holders may convert at their discretion up until two trading days before the maturity date.

The conversion rate is set at 52.1832 shares per $1,000 principal amount, equating to an initial conversion price of approximately $19.16 per common share, reflecting a 27.50% premium over the recent share price at $15.03 on Nasdaq.

Repurchase Agreement

In conjunction with the note issuance, CleanSpark is set to repurchase shares of its common stock from selected investors at a price aligned with the closing share price on November 10, 2025. This buyback is part of a broader strategy to enhance shareholder value while optimizing capital deployment.

Future Considerations

The terms of the Convertible Notes will include a clause that allows the company to redeem them starting from February 20, 2029, contingent upon certain stock price thresholds being met. This strategic approach emphasizes the company's proactive management of its capital structure in alignment with market conditions.

CleanSpark continues to position itself at the cutting edge of the cryptocurrency mining industry, leveraging its extensive power assets to optimize operations, thereby enhancing potential growth trajectories.

By capitalizing on low-cost and reliable energy, CleanSpark aims to lead the charge in this rapidly evolving sector. As the demand for Bitcoin mining and reliable data centers continues to grow, CleanSpark remains focused on delivering value to its stakeholders through strategic investments and operational excellence.

About CleanSpark

CleanSpark, listed under the symbol CLSK, is a leader in Bitcoin mining operations known for its commitment to environmentally sustainable practices. By focusing on optimizing infrastructure and monetizing energy resources, CleanSpark stands ready to capitalize on the burgeoning opportunities within the cryptocurrency market and deliver exceptional returns to its investors.

CleanSpark’s approach exemplifies a synergy between energy management and cryptocurrency mining, promising a robust growth trajectory in a rapidly developing landscape.