CleanSpark, Inc. filed a Form 8-K on September 18, 2026, disclosing that its wholly owned indirect subsidiary, CSDC Finance I, LLC, priced an offering of $2.276 billion aggregate principal amount of 7.875% senior secured notes due 2031.

Key Highlights

  • Offering size: $2.276 billion aggregate principal amount of 7.875% senior secured notes due 2031.
  • Pricing: Notes priced at 98.500% of their principal amount.
  • Issuing entity: CSDC Finance I, LLC, a wholly owned indirect subsidiary of CleanSpark, Inc.
  • Expected closing date: September 25, 2026, subject to customary closing conditions.
  • Eligible buyers: Notes to be sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S.

CleanSpark Subsidiary Prices $2.276 Billion Notes Offering at 98.500%

According to the filing, CleanSpark, Inc. (NASDAQ:CLSK) issued a press release on September 18, 2026, announcing that CSDC Finance I, LLC, its wholly owned indirect subsidiary, had priced an offering of $2.276 billion aggregate principal amount of 7.875% senior secured notes due 2031. The notes were priced at 98.500% of their principal amount, the company disclosed.

The offering is expected to close on September 25, 2026, subject to customary closing conditions, according to the filing. CleanSpark noted that the notes will only be sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act.

The filing states that "the information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities." The 8-K was signed by Gary A. Vecchiarelli, President and Chief Financial Officer of CleanSpark, Inc. The company also noted that the filing contains forward-looking statements, including statements regarding the completion of the offering and the intended use of net proceeds, which the company identified as subject to risks and uncertainties that could cause actual results to differ materially.

What Was Disclosed

CleanSpark filed an 8-K on September 18, 2026, reporting the pricing of a $2.276 billion senior secured notes offering by its subsidiary CSDC Finance I, LLC at 98.500% of principal, with an expected closing date of September 25, 2026.