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 0319, 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 53.0703 ~~Submission~~Material ofModification ~~Matters~~ to aRights ~~Vote~~ of Security Holders.

On March 320, 2026, CleanSpark, Inc. (the “Company”) ~~held~~filed ~~its~~a ~~Annual~~First ~~Meeting~~Amended and Restated Certificate of ~~stockholders~~Designation of Series A Preferred Stock (the “~~Annual~~Amended ~~Meeting~~and Restated CoD”). Atwith the ~~close~~office of ~~business~~the onNevada ~~January~~Secretary 9,of ~~2026~~State, ~~the~~which ~~record~~became effective on such date. The ~~for~~Amended and Restated CoD amends the ~~Annual~~terms ~~Meeting~~of the Company’s Series A Preferred Stock (the “~~Record~~Series ~~Date~~A Preferred”), ~~255,750,361~~to ~~shares~~provide ~~(excluding~~that: ~~treasury shares~~(i) of the ~~Company’s~~quarterly ~~common~~dividend ~~stock,~~payable ~~par~~to ~~value~~holders ~~$0.001~~of ~~per~~the ~~share~~Series A Preferred (the “~~Common~~Series ~~Stock~~A Holders”), ~~were~~calculated ~~issued~~as ~~and~~2% ~~outstanding~~of the Company’s earnings before interest, taxes and 1amortization,~~750,000~~ ~~shares~~has ofbeen ~~the~~eliminated; ~~Company’s~~(ii) the Series A ~~Preferred~~Holders ~~Stock,~~are ~~par~~entitled ~~value~~to a one-time special dividend of $017.~~001~~1428571428571 per share (“of Series A Preferred ~~Stock”),~~outstanding ~~were~~and ~~issued~~are ~~and~~otherwise ~~outstanding.~~not ~~The~~entitled ~~holders~~to further dividends (the “Special Final Preferred Dividend”); (iii) (A) all shares of Series A Preferred ~~Stock~~will vote ~~together~~in accordance with ~~holders~~the vote of ~~Common~~the ~~Stock~~holders asof a ~~single~~majority ~~class~~of onthe ~~each~~shares ~~proposal~~of ~~voted~~Series onA Preferred, ~~except~~if toa majority of the ~~extent~~shares ~~that~~of ~~voting~~Series asA aPreferred ~~separate~~continue ~~class~~to be held by directors or ~~series~~officers isof ~~required~~the Company or entities controlled by ~~law.~~directors Asor officers of the ~~Record~~Company, ~~Date~~(B) if officers, ~~the~~directors, ~~holders~~or ofentities ~~Common~~controlled ~~Stock~~by ~~were~~officers ~~entitled~~or todirectors do not own a ~~total~~majority of ~~255,750,361~~the ~~votes~~shares of the Series A Preferred, ~~and~~then all of the ~~holders~~shares of Series A Preferred ~~Stock~~will ~~were~~vote ~~entitled~~in toaccordance awith ~~total~~the recommendation of ~~78,750,000~~the ~~votes,~~Board ~~representing~~of inDirectors of the ~~aggregate~~Company ~~334,500,361~~(the ~~votes.~~“Board”) Atand ~~the~~(C) ~~Annual~~if ~~Meeting,~~there ~~stockholders~~is ~~entitled~~no tosuch aBoard ~~total~~recommendation, then the shares of ~~228,081,207.58~~Series ~~votes,~~A orPreferred ~~approximately~~will ~~68.19%~~vote ofin the ~~collective~~same ~~voting~~manner ~~power~~and proportion as shares of the Company’s ~~outstanding~~common ~~shares~~stock and any other class or series of ~~Common~~the ~~Stock~~Company’s capital stock that are entitled to vote, and (iv) each share of Series A Preferred ~~Stock~~will asautomatically ofconvert ~~the~~into ~~close~~three shares of ~~business~~Common onStock ~~the~~in ~~Record~~connection ~~Date,~~with ~~were~~a ~~present~~Change orof ~~represented~~Control byEvent ~~proxy~~ (~~constituting~~as adefined ~~quorum).~~in ~~The~~the ~~final~~Amended ~~voting~~and ~~results~~Restated onCoD). ~~the~~Each ~~proposals~~share ~~presented~~of ~~for~~Series ~~stockholder~~A ~~approval~~Preferred atcontinues ~~the~~to ~~Annual~~be ~~Meeting~~entitled ~~were~~to as45 ~~follows:~~votes.

~~Proposal~~The ~~No.~~Series 1:A ToHolders ~~elect~~consist ~~five~~of ~~directors~~S. toMatthew ~~hold~~Schultz ~~office~~(the ~~until~~Chairman of the ~~next~~Board ~~annual~~and ~~meeting~~Chief ofExecutive ~~stockholders~~Officer of the Company), orLarry ~~until~~McNeill ~~their~~(a ~~successors~~member ~~are~~of ~~duly~~the ~~elected~~Board) and ~~qualified~~Celtic, ~~subject~~LLC, toan ~~prior~~entity ~~death~~controlled by Messrs. Schultz and McNeill, ~~resignation~~as well as Zachary K. Bradford (the former Chief Executive Officer of the Company). The Amended and Restated CoD was approved by the Board, orexcluding ~~removal~~Messrs. Schultz and McNeill, and also received the requisite approval of the Series A Holders in their capacity as such.

~~Each~~The ~~nominee~~information ~~was~~set ~~elected~~forth in this Item 3.03 ~~The~~is ~~votes~~qualified ~~were~~in ~~cast~~its ~~for~~entirety ~~this~~by ~~matter~~reference to the complete text of the Amended and Restated CoD, a copy of which is filed as ~~follows:~~Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 3.03 by reference.

Nominees	Votes For	Votes Withheld	Broker Non-Votes
S. Matthew Schultz	159,730,951.35	3,744,323.23	64,605,933.00
Larry McNeill	131,828,748.58	31,646,526.00	64,605,933.00
Dr. Thomas L. Wood	131,310,377.58	32,164,897.00	64,605,933.00
Roger P. Beynon	152,603,445.58	10,871,829.00	64,605,933.00
Amanda Cavaleri	135,870,967.47	27,604,307.11	64,605,933.00

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

~~Proposal~~The ~~No.~~information 2:contained Toin ~~ratify~~Item ~~the appointment of BDO USA, P~~3.C.03 asabove ~~the~~is ~~Company’s~~incorporated ~~independent~~into ~~registered~~this ~~public~~Item ~~accounting~~5.03 ~~firm~~by ~~for the fiscal year ending September 30, 2026~~reference.

~~The~~Item ~~votes~~8.01 ~~were~~Other ~~cast for this matter as follows:~~Events

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
225,962,313.67	1,008,127.11	1,110,766.80	0.00

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
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 524, 2026	By:	/s/ Leighton R. Koehler
			Leighton R. Koehler, Secretary & General Counsel

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