Every material Form 8-K CleanSpark has filed with the SEC since February 06, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
CleanSpark's subsidiary CSDC Finance I, LLC closed a private offering of $2.276 billion in 7.875% senior secured notes due October 1, 2031, priced at 98.500% of principal. Proceeds are intended to finance the remaining cost of the Sandersville Facility, a Georgia data center, reimburse prior equity contributions, and fund debt service reserves. The notes are secured obligations of the issuer, and CleanSpark has agreed to a completion guarantee for the facility if funding falls short.
Principal of $2,276.0 million sold at 98.500% of par, with interest of 7.875% per year paid semiannually from April 1, 2027
Notes mature October 1, 2031; issuer may redeem on or after October 1, 2028, with a make-whole premium before that date
Indenture limits additional debt, dividends, asset sales and affiliate transactions; change of control triggers an offer to repurchase at 101% of principal
CleanSpark will provide a completion guarantee for the Sandersville Facility, funding the issuer if proceeds and prior equity contributions are insufficient
CleanSpark reported results for the fiscal third quarter ended June 30, 2026, with revenue of $138.0 million, down 30.5% from a year earlier, and a net loss of $239.8 million, or $0.89 per basic share, compared with net income of $257.4 million in the prior-year quarter. The filing also highlights a signed 20-year, $6.6 billion triple-net lease at Sandersville and that the anticipated equity portion of that project has been fully funded.
Quarterly revenues were $138.0 million, down $60.6 million, or 30.5%, from $198.6 million a year earlier.
Net loss was $239.8 million, or $0.89 per basic share, versus net income of $257.4 million, or $0.90 per basic share, in the prior-year quarter.
Adjusted EBITDA, a non-GAAP measure, was negative $113.0 million, compared with $377.7 million in the prior-year quarter.
CleanSpark signed a 20-year, $6.6 billion triple-net lease at Sandersville and has pre-paid all long-lead items for the project.
CleanSpark reported results for the fiscal quarter ended March 31, 2026, with revenue of $136.4 million, down 24.9% from $181.7 million a year earlier. The net loss widened to $378.3 million, or $1.52 per basic share, from $138.8 million, or $0.49 per share, in the prior-year quarter, and the company's non-GAAP Adjusted EBITDA loss grew to $241.2 million from $57.8 million, which weighs on shareholder returns.
Quarterly revenue was $136.4 million versus $181.7 million a year earlier, a decrease of 24.9%.
Net loss was $378.3 million, or $1.52 per basic share, versus $138.8 million, or $0.49 per share, a year earlier.
Loss on fair value of bitcoin was $224.1 million in the quarter, compared with $127.7 million a year earlier.
As of March 31, 2026, cash was $260.3 million and total long-term debt, net, was $1.8 billion.
CleanSpark reported results for the quarter ended December 31, 2025, with revenue of $181.2 million, up $18.9 million or 11.6% from a year earlier. The company posted a net loss of $378.7 million, or $1.35 per basic share, compared with net income of $246.8 million, or $0.85 per basic share, in the prior-year period. For shareholders, higher revenue was offset by a sharp swing to a loss, which the filing ties in part to a $246.8 million loss on the fair value of bitcoin.
Revenue: $181.2 million, up 11.6% from $162.3 million
Net loss: $378.7 million, or $1.35 per basic share, versus net income of $246.8 million, or $0.85 per share, a year earlier
Adjusted EBITDA (non-GAAP): ($295.4) million, versus $321.6 million a year earlier
Cash of $458.1 million and total long-term debt, net, of $1.8 billion as of December 31, 2025
CleanSpark reported fiscal year 2025 results for the year ended September 30, 2025, with revenue of $766.3 million, up 102.2% from $379 million, and net income of $364.5 million, or $1.25 per basic share, compared with a net loss of $145.8 million a year earlier. The filing notes a $425.6 million gain on the fair value of bitcoin within operating results, and the company cites a recently closed $1.15 billion 0% convertible transaction for expansion of its power and land portfolio.
Revenue of $766.3 million, up $387.3 million from the prior year
Net income of $364.5 million ($1.25 basic per share) versus a net loss of $145.8 million ($0.69 per share) in fiscal 2024
Adjusted EBITDA of $823.4 million, up from $245.8 million; the company will no longer exclude bitcoin impairments or realized bitcoin gains from this measure
Long-term debt of $644.6 million and cash of $43.0 million as of September 30, 2025
CleanSpark completed a private offering of $1.15 billion in 0.00% convertible senior notes due 2032, with net proceeds of about $1.13 billion. The company used about $460.0 million of those proceeds to repurchase 30.6 million common shares from investors in the offering, which the company says is about 10.9% of shares outstanding. The notes add $1.15 billion of senior unsecured debt, and their conversion price of about $19.16 per share means possible future dilution for shareholders.
Aggregate principal of $1,150,000,000 in 0.00% convertible senior notes maturing February 15, 2032, sold at 100% of principal
Net proceeds of about $1.13 billion; about $460.0 million used to repurchase 30.6 million shares
Initial conversion price of about $19.16 per share; notes not redeemable by the company before February 20, 2029
Remaining proceeds to fund power and land expansion, data center development, repaying bitcoin-backed credit line balances and general corporate purposes
CleanSpark entered a $100 million revolving credit facility with Two Prime Lending, effective September 19, 2025, secured by its digital assets and maturing September 14, 2026. The company says total collateralized lending facilities now reach $400 million, and its CFO says that capacity remains largely undrawn. For shareholders, the facility adds borrowing capacity but also introduces collateral maintenance requirements that could force additional collateral posting or loan repayment if Bitcoin prices fall.
Revolving credit facility of up to $100 million, bearing interest at Term SOFR plus 3.55%
Matures September 14, 2026; prepayment allowed without premium or penalty
Obligations secured by digital assets; Two Prime's recourse limited to the collateral, which can be liquidated after a default
Company says total collateralized lending facilities reach $400 million
CleanSpark entered a side letter on September 18, 2025 that raises the aggregate lending capacity of its Master Loan Agreement with Coinbase to $300 million. The company said it will use the draws, secured by Bitcoin and other collateral, for capital expenditures such as energy portfolio expansion, Bitcoin mining and high-performance computing. Shareholders should note the facility requires ongoing collateral maintenance, and failure to meet it can lead to default and liquidation of pledged collateral.
Side letter dated September 18, 2025 raises aggregate lending capacity under the Coinbase Master Loan Agreement to $300 million
Press release dated September 22, 2025 describes the increase as $100 million in additional credit capacity
Loan Fee Rate is to be set for each loan; collateral may include U.S. dollars, USDC, Bitcoin or Ether
Failure to maintain sufficient collateral can result in an event of default and Coinbase's right to liquidate pledged collateral
CleanSpark announced a leadership realignment effective September 4, 2025, adding Gary Vecchiarelli as President while he keeps the CFO role, and giving Taylor Monnig the COO title alongside his CTO role. The company also entered employment agreements with CEO S. Matthew Schultz and four other executives, including 627,753 RSUs for Schultz and bitcoin payments of 1.2 bitcoin per month. The changes concentrate more duties in fewer executives and add bitcoin-based pay, which shareholders may track in future filings.
Gary Vecchiarelli appointed President and retains CFO title; Taylor Monnig appointed COO and retains CTO title, effective September 4, 2025
Schultz base salary $950,000 with bonus target up to 200% ($1,900,000) and 627,753 RSUs; he receives 1.2 bitcoin per month
Performance and retention RSU grants to Schultz total 1,729,000 each; 25% of Performance RSUs vest September 9, 2025
Filing cites $650 million of 0% coupon convertible notes and the GRIID acquisition closed in October 2024 as fiscal 2025 achievements
CleanSpark said co-founder Matt Schultz became President and Chief Executive Officer effective August 10, 2025, while keeping his role as Chairman, replacing Zachary Bradford, who resigned as CEO and director. The Board also reduced its size from six to five members, and the company disclosed a separation agreement with Bradford that includes salary continuation, a prorated 2025 bonus and additional equity vesting.
Schultz, age 56, is CEO effective August 10, 2025, and remains Chairman of the Board
Bradford resigned as CEO and director effective 11:59 pm Pacific Time on August 10, 2025, with no disagreement with the company cited
Separation agreement includes $950,000 in twelve months of base salary, 14.4 bitcoin, and a prorated 2025 bonus of $1,583,000
Board size decreased from six to five members; the company reaffirmed its strategic plans and will report fiscal 2025 full-year results in November
CleanSpark reported fiscal third-quarter results for the quarter ended June 30, 2025, in an 8-K that furnishes its press release. Revenue was $198.6 million, up from $104.1 million a year earlier, and the company swung to net income of $257.4 million, or $0.90 per basic share, from a net loss of $236.2 million a year earlier. Results were boosted by a $268.7 million net gain on the fair value of bitcoin, so shareholders should weigh that item when comparing profit with prior periods.
Quarterly revenue was $198.6 million, up $94.5 million, or 90.8%, from $104.1 million a year earlier.
Net income was $257.4 million, or $0.90 per basic share, versus a net loss of $236.2 million, or $1.03 per basic share, a year earlier.
Results included a net gain on the fair value of bitcoin of $268.7 million; diluted EPS was $0.78.
As of June 30, 2025, cash was $34.6 million, bitcoin holdings were $1.08 billion, and long-term debt was $643.9 million.
CleanSpark reported results for the fiscal second quarter ended March 31, 2025. Revenue rose 62.5% year over year to $181.7 million, but the company posted a net loss of $138.8 million, or $0.49 per basic share, compared with net income of $126.7 million, or $0.59 per share, a year earlier. The filing attributes much of the swing to a $127.7 million loss on the fair value of bitcoin, and adjusted EBITDA fell to a loss of $57.8 million from $181.8 million.
Quarterly revenue was $181.7 million, up $69.9 million, or 62.5%, from $111.8 million a year earlier.
Net loss was $138.8 million, or $0.49 per basic share, versus net income of $126.7 million, or $0.59 per share, in the prior-year quarter.
Loss on fair value of bitcoin was $127.7 million in the quarter, compared with a $119.7 million gain a year earlier.
As of March 31, 2025, cash was $97.0 million, bitcoin holdings were $979.6 million, and total long-term debt was $641.7 million.
After a mid-year assessment on April 22, 2025, CleanSpark's Compensation Committee increased the base salary of Chief Technology Officer Taylor Monnig from $410,000 to $550,000 and raised his bonus target maximum from 100% to 150% of base salary. His 2025 long-term incentive equity grants were also increased, with 100% of target RSUs rising from 268,852 (valued at $2.46 million) to 360,656 (valued at $3.16 million). Shareholders should note that the larger award values depend on future performance, with the Committee expected to determine results in October 2025.
Base salary raised from $410,000 to $550,000 following the April 22, 2025 assessment
Bonus target maximum raised from 100% to 150% of base salary
At 100% of target, LTIP RSUs increased from 268,852 to 360,656, valued at $3,162,953 based on the $8.77 closing price on April 22, 2025
Committee expects to determine performance in October 2025; 40% of any earned awards vest October 31, 2025
CleanSpark entered into an amended Master Loan Agreement with Coinbase on April 14, 2025, under which the lender increased the aggregate borrowing capacity to $200 million, secured by collateral such as Bitcoin. The company also said it will begin using a portion of its monthly Bitcoin production to fund operations and repay the credit, a shift from its prior hold strategy that adds margin call and default risk for shareholders.
Amended Master Loan Agreement dated April 14, 2025, with Coinbase Credit, Inc. and Coinbase, Inc.; the original was executed August 7, 2024
Aggregate borrowing capacity increased to $200 million; loan fees are set per loan and borrowings are secured by collateral
Collateral shortfalls require prompt additional collateral or loan repayment; failure can result in default and liquidation of pledged collateral
Company will use a portion of monthly Bitcoin production for operating expenditures and credit repayment, per an April 15, 2025 press release
CleanSpark reported fiscal first-quarter 2025 results for the quarter ended December 31, 2024, with revenue of $162.3 million, up 120% from $73.8 million a year earlier, and net income of $246.8 million, or $0.85 per basic share, compared with $25.9 million, or $0.14, in the prior-year period. The income statement includes a $218.2 million gain on the fair value of bitcoin, and adjusted EBITDA rose to $321.6 million from $69.1 million, which matters to shareholders because the reported profit increase was large relative to the prior year.
Revenue of $162.3 million, up $88.5 million, or 120%, from $73.8 million a year earlier
Net income of $246.8 million, or $0.85 per basic share, versus $25.9 million, or $0.14 per basic share
Adjusted EBITDA of $321.6 million, up from $69.1 million; the company said it closed a $650 million convertible bond
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