of this Current Report on Form 8-K (including Exhibit 99.1) should not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K (including Exhibit 99.1) should not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Material Modification to Rights of Security Holders On March 20, 2026, CleanSpark, Inc. (the “Company”) filed a First Amended and Restated Certificate of Designation of Series A Preferred Stock (the “Amended and Restated CoD”) with the office of the Nevada Secretary of State, which became effective on such date. The Amended and Restated CoD amends the terms of the Company’s Series A Preferred Stock (the “Series A Preferred”) to provide that: (i) the quarterly dividend payable to holders of th…

Other Events 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.

of this Current Report on Form 8-K (including Exhibit 99.1) should not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K (including Exhibit 99.1) should not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Other Events. On November 13, 2025, the Company issued a press release announcing the closing of the notes offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements Statements in this Current Report on Form 8-K and the exhibit attached hereto contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigati…

Entry into a Material Definitive Agreement. Convertible Notes Offering On November 13, 2025, CleanSpark, Inc. (the “Company”) completed its previously announced private offering of 0.00% Convertible Senior Notes due 2032 (“notes”). The notes were sold under a purchase agreement, dated as of November 10, 2025, entered into by and between the Company and Cantor Fitzgerald & Co., as representative of the several initial purchasers named therein (the “Initial Purchasers”), to the Initial Purchase…

Unregistered Sales of Equity Securities. The information set forth in

Other Events. Convertible Notes Offering. On November 10, 2025, CleanSpark, Inc. (the “Company”) issued a press release announcing the upsize and pricing of its private offering of $1.15 billion aggregate principal amount of its 0.00% convertible senior notes due 2032 (the “Notes”) to the initial purchasers for resale in a private offering (the “Offering”). The notes will only be sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securi…

Other Events. On November 10, 2025, the Company issued a press release announcing its intention to offer (the “Convertible Notes Offering”), subject to market conditions and other factors, $1 billion aggregate principal amount of its convertible senior notes due 2032 to the initial purchasers for resale in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to grant to the initial purchasers of the notes…

shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing. Cautionary Note Regarding Forward-Looking Statements. Statements in this Current Report on Form 8-K and the exhibit attached hereto contain forward-looking statements within the meaning of the “safe harbor” pr…

Other Events. On October 29, 2025, CleanSpark, Inc. (the “Company”) announced that it has acquired rights to approximately two hundred and seventy-one acres of land in Austin County, Texas and executed long-term power supply agreements totaling 285 megawatts to support the development of a next-generation data center campus (collectively, the “Transactions”). The Transactions position the company to deliver scalable, resilient, and energy-efficient capacity to meet accelerating demand from AI…

Other Events. On October 29, 2025, CleanSpark, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the prospectus included in the Company’s registration statement on Form S-3ASR (File No. 333-276409), filed with the SEC on January 5, 2024 (the “Registration Statement”), covering the resale from time to time by a certain stockholder of up to an aggregate of 1,788,834 shares of the Company’s common stock, par value $0.001 per share (the…

Entry into a Material Definitive Agreement. Effective September 19, 2025, the Company entered into a Master Loan Agreement (the “ Two Prime Master Loan Agreement ”) with Two Prime Lending Limited (“ Two Prime ”), as lender. The funds made available pursuant to the Two Prime Master Loan Agreement are expected to be used to support Bitcoin mining hashrate deployment, invest in high-performance computing (HPC) capabilities, and fund the Company’s evolving Digital Asset Management strategies. Gen…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. On September 18, 2025, CleanSpark, Inc. (the “ Company ”) entered into a side letter (the “ Coinbase Side Letter ”) to its Master Loan Agreement (the “ Original Coinbase Master Loan Agreement ”) with Coinbase Credit, Inc. (“ Coinbase ”) and Coinbase, Inc., as the lending service provider (together, the “ Coinbase Parties ”), the original of which was executed on August 7, 2024 and subsequently amended on April 14, 2025. Under the Original Coinbase M…

President — Gary A. Vecchiarelli: The filing describes an internal leadership realignment where existing executives assumed additional titles (e.g., CFO becoming President) rather than a departure or external hire.

CEO — Zachary K. Bradford: The CEO resigned but was immediately succeeded by an internal promotion (S. Matthew Schultz), indicating an orderly succession rather than a sudden loss of leadership.

of this Current Report on Form 8-K (including Exhibit 99.1) should not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K (including Exhibit 99.1) should not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Chief Technology Officer — Taylor Monnig: The filing discloses a compensation adjustment for a sitting executive, not a departure, appointment, or board election.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in