CleanSpark, Inc. Announces $2.227B Senior Secured Note Offering

What Happened

• On September 17, 2026, CleanSpark, Inc. (the “Company”) filed an 8-K disclosing that its wholly owned indirect subsidiary, CSDC Finance I, LLC, intends to offer, subject to market conditions, $2.227 billion aggregate principal amount of senior secured notes due 2031.
• The proposed offering would be a private placement to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. CleanSpark furnished illustrative financial and other information for CSDC Finance I, LLC as Exhibit 99.1 and issued a press release (Exhibit 99.2) announcing the Offering. The 8-K emphasizes these disclosures are not an offer to sell securities.

Key Details

• Issuer: CSDC Finance I, LLC (wholly owned indirect subsidiary of CleanSpark).
• Size and maturity: $2.227 billion aggregate principal amount of senior secured notes due 2031.
• Offering type: Private offering to QIBs (Rule 144A) and to non-U.S. persons (Reg S); subject to market conditions and other factors.
• Filings: Illustrative financial information included as Exhibit 99.1; press release dated Sept 17, 2026 included as Exhibit 99.2. The company included standard forward‑looking statement disclaimers and referenced risks in its prior SEC filings.

Why It Matters

• If completed, the Offering would add $2.227 billion of senior secured debt through a consolidated subsidiary, which would materially affect CleanSpark’s capital structure, leverage and future interest obligations.
• The transaction is targeted at institutional investors and is not guaranteed — completion, timing, and final terms depend on market conditions. Investors should review the company’s risk disclosures and recent SEC filings for more context.