CSDC Finance Finalizes $2.276 Billion Private Placement of 7.875% Secured Notes

CleanSpark, Inc. (CLSK ) announced on September 25, 2026 that its wholly owned subsidiary CSDC Finance I, LLC closed its previously announced offering of $2.276 billion aggregate principal amount of 7.875% senior secured notes due 2031, according to the company’s closing announcement. CleanSpark detailed the completed transaction the same day in a Form 8-K filed with the U.S. Securities and Exchange Commission under Items 1.01 and 2.03.

CSDC Finance, a wholly-owned indirect subsidiary of CleanSpark, completed the private offering on September 25, 2026, the filing states. The notes were sold under a purchase agreement dated as of September 18, 2026, entered into by CleanSpark, CSRE Properties Sandersville, LLC, a wholly-owned subsidiary of CSDC Finance and the subsidiary guarantor, and Morgan Stanley (MS ) & Co. LLC as representative of the initial purchasers. The notes were sold for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 and, outside the United States, to non-U.S. persons in reliance on Regulation S. The aggregate principal amount of notes sold in the offering was $2,276.0 million.

Note Terms and Security

The notes were issued at a price equal to 98.500% of their principal amount. On September 25, 2026, CSDC Finance, the subsidiary guarantor and CSDC Holdings I, LLC, the direct parent of CSDC Finance, entered into an indenture with U.S. Bank Trust Company, National Association, as trustee and collateral agent.

The notes are senior secured obligations of CSDC Finance and bear interest at a rate of 7.875% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2027. The notes will mature on October 1, 2031, unless earlier redeemed or repurchased in accordance with their terms. The principal amount of the notes will amortize on a semi-annual basis on April 1 and October 1 of each year following the Final Commencement Date in an amount necessary to achieve the Target Project Debt Service Coverage Ratio as of such payment date, as those terms are defined in the indenture.

The notes are fully and unconditionally guaranteed by CSRE Properties Sandersville, a wholly owned direct subsidiary of the issuer, according to the company’s September 18 pricing announcement. The notes and the related note guarantee are secured by first-priority liens on substantially all assets of the issuer and CSRE Properties, other than certain excluded property, and on all equity interests of the issuer held by CSDC Holdings I, a Delaware limited liability company.

Redemption and Covenant Terms

On or after October 1, 2028, CSDC Finance may redeem the notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the indenture. Prior to that date, the issuer may redeem the notes at a redemption price equal to 100% of the principal amount redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any. In addition, prior to October 1, 2028, the issuer may redeem up to 40% of the aggregate principal amount of the notes in an amount not to exceed the proceeds of certain equity offerings, at the redemption price set forth in the indenture, plus accrued and unpaid interest.

The indenture limits the ability of the issuer and the subsidiary guarantor to, among other things, incur or guarantee certain additional indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; make certain investments; create or incur liens; consummate certain asset sales; enter into sale and leaseback transactions; hold assets or conduct operations unrelated to the operation of the Sandersville Facility; engage in certain transactions with affiliates; and merge, consolidate or transfer or sell all or substantially all of its assets. These covenants are subject to a number of important qualifications and exceptions, the filing states.

Upon the occurrence of specified change of control events, CSDC Finance must offer to repurchase the notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date. The indenture also provides for customary events of default. The full text of the indenture, including the form of note, is filed as Exhibit 4.1 to the Form 8-K, and the company’s September 25 press release is filed as Exhibit 99.1.

CSDC Finance intends to use the net proceeds from the offering to finance the remaining cost of the Sandersville Facility, a data center facility located in Sandersville, Georgia, to reimburse CleanSpark for certain prior equity contributions made in respect of the facility, and to fund debt service reserves, according to the filing. CleanSpark will provide a customary completion guarantee with respect to the Sandersville Facility, under which it will fund the issuer as necessary to ensure the timely completion of the facility in the event that the proceeds of the notes and available funds, including prior equity contributions by CleanSpark relating to the facility, are insufficient to do so.

The notes have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration, the company stated.

CSDC Finance announced the proposed offering of $2.227 billion aggregate principal amount of senior secured notes due 2031 on September 17, 2026. CleanSpark announced pricing of the $2.276 billion offering on September 18, 2026, stating at the time that the offering was expected to close on September 25, 2026, subject to customary closing conditions.

CleanSpark, whose common stock trades on the Nasdaq Stock Market under the symbol CLSK, describes itself as a market-leading data center developer that controls a portfolio of more than 1.8 GW of power, land and data centers across the United States. The Form 8-K was signed by Gary A. Vecchiarelli, CleanSpark’s president and chief financial officer.