CleanSpark closes $2.276B of 7.875% senior secured notes for Sandersville

CleanSpark, Inc. said that on September 25, 2026 its wholly owned indirect subsidiary CSDC Finance I, LLC completed a private offering of $2.276 billion of 7.875% senior secured notes due 2031, issued at 98.5% of principal, with net proceeds earmarked for the Sandersville, Georgia data-center facility, related equity reimbursements, and debt service reserves.

CleanSpark locked a $2.276 billion senior secured notes book on September 25, 2026 — closing the private deal that prices power and compute infrastructure at Sandersville, Georgia.

$2.276 billion closed at 7.875%

On September 25, 2026, CSDC Finance I, LLC, a wholly owned indirect subsidiary of CleanSpark, Inc. (Nasdaq: CLSK), completed its previously announced private offering of 7.875% Senior Secured Notes due 2031. The aggregate principal amount sold was $2.276 billion. The notes were issued at 98.5% of their principal amount.

The notes were sold under a purchase agreement dated September 18, 2026 among CleanSpark, CSRE Properties Sandersville, LLC (the subsidiary guarantor), and Morgan Stanley & Co. LLC as representative of the initial purchasers, for resale to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The notes have not been registered under the Securities Act.

Indenture, interest, and maturity

Also on September 25, 2026, CSDC Finance, the subsidiary guarantor, and CSDC Holdings I, LLC (the issuer's direct parent) 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. Interest accrues at 7.875% per year and is payable semiannually in arrears on April 1 and October 1, beginning April 1, 2027. The notes mature on October 1, 2031, unless earlier redeemed or repurchased.

After the Final Commencement Date under the indenture, principal amortizes semiannually on April 1 and October 1 in an amount needed to meet the indenture's Target Project Debt Service Coverage Ratio. Optional redemption is available on or after October 1, 2028 at indenture prices; before that date the issuer may redeem with a make-whole premium, and may redeem up to 40% of principal with certain equity-offering proceeds. A change-of-control offer must be made at 101% of principal plus accrued interest.

Where the proceeds are meant to go

CSDC Finance intends to use net proceeds to (1) finance the remaining cost of the Sandersville Facility, a data center in Sandersville, Georgia, (2) reimburse CleanSpark for certain prior equity contributions tied to that facility, and (3) fund debt service reserves. CleanSpark will provide a customary completion guarantee under which it will fund the issuer as needed to finish Sandersville on time if note proceeds and available funds (including those prior equity contributions) are not enough.

What this filing settles

The close converts the September 18 pricing into a funded project-finance style senior secured book tied to Sandersville — a sizable capital raise for CleanSpark's data-center build relative to the company's scale. Readers should treat use-of-proceeds and completion-guarantee language as forward-looking issuer intent under the Form 8-K, not as a construction-completion certificate.

Filing trail

- CleanSpark, Inc. Form 8-K AccNo 0001193125-26-402944 (Items 1.01, 2.03, 9.01), filed September 25, 2026 — primary close disclosure and indenture summary. - Exhibit 4.1 — Indenture dated September 25, 2026 (forms of notes). - Exhibit 99.1 — CleanSpark closing press release for the $2.276 billion 7.875% senior secured notes due 2031.