CleanSpark Lines Up $2.227 Billion of Secured Notes Due 2031

CleanSpark, Inc. (CLSK) said Thursday that its wholly owned subsidiary CSDC Finance I plans to offer $2.227 billion of senior secured notes due 2031, a debt raise announced after CLSK shares last closed at 12.79, up 1.35% on the day.

CleanSpark, Inc. (CLSK) has set out one of the larger single debt raises attempted by a bitcoin miner, telling investors on Thursday that its wholly owned subsidiary CSDC Finance I intends to offer $2.227 billion of senior secured notes maturing in 2031.

The structure matters as much as the size. These are senior secured notes — debt that sits at the top of the repayment queue and is backed by specific assets pledged as collateral, rather than by a general promise to pay. Issuing them through a dedicated financing subsidiary rather than the parent company is a common way to ring-fence a pool of assets and cash flows so that lenders are looking at a defined collateral package instead of the whole group.

Why a miner reaches for secured debt instead of stock

Bitcoin miners have historically funded expansion by selling shares, converting mined coin into cash, or issuing convertible notes. Each has a cost. Equity issuance dilutes existing holders at whatever price the market will bear on the day, which is punishing when the share price is depressed. Selling mined bitcoin removes the balance-sheet asset that many miners now treat as a strategic reserve. Convertibles are cheap on paper but hand upside to bondholders if the stock runs.

Senior secured notes trade those problems for a different one: fixed obligations. Interest must be paid whatever bitcoin does, and the principal comes due on a date certain — in this case 2031. That turns a business with famously volatile revenue into one with a hard, non-negotiable claim ahead of shareholders. The upside is that no shares are created and, if the underlying assets throw off the cash, equity holders keep the full benefit of the growth the money buys.

CleanSpark's decision to go secured and to go big suggests the company believes it has an asset base — sites, energised capacity, machines, or bitcoin holdings — that lenders will lend against at a rate it can live with. The details of coupon, collateral and covenants were not disclosed in the announcement, and those terms will determine whether this is a cheap refinancing or an expensive bet.

What $2.227 billion changes about the leverage picture

A raise of this scale is not a working-capital top-up. It is the kind of number associated with buying or building substantial power-connected infrastructure, retiring existing obligations, funding equipment orders, or some combination of the three. The company did not specify the use of proceeds in the announcement reported by Nasdaq Markets.

Whatever the destination, the arithmetic of mining economics shifts once fixed interest enters the model. A miner's margin is the spread between the value of the bitcoin it produces and the cost of the electricity and overhead to produce it. Debt service adds a third, inflexible line. In a strong price environment that line is trivially covered and leverage amplifies returns on equity. In a weak one — or after a reward halving compresses production — it is the line that forces asset sales.

The 2031 maturity gives roughly half a decade of runway before repayment, which is a meaningful cushion by the standards of an industry whose planning horizons are often measured in single hashprice cycles. It also means the notes will span at least one more scheduled reduction in block rewards, so the collateral has to be worth something on the other side of that event.

Where the stock sits going into the deal

CleanSpark shares last closed at 12.79, up 1.35% on the day, having traded between 12.44 and 13.22 and against a previous close of 12.62. That move came on a session in which the broad market was mixed to lower: the S&P 500 tracker (SPY) closed at $754.05, down 0.44%, and the Dow 30 tracker (DIA) closed at $515.22, down 1.15%, while the Nasdaq 100 tracker (QQQ) finished at $704.72, essentially flat at +0.03%. All figures are as of the last trade at 20:00 GMT on 16 September 2026; markets were closed at the time of writing.

A miner outperforming a soft tape is not unusual — the sector tends to track bitcoin rather than equities — but it is worth noting that the stock went into the announcement without obvious distress in the quote.

The questions the term sheet will have to answer

Several things will determine how this deal is judged once it prices:

• The coupon. Secured status should buy a lower rate than unsecured paper from the same issuer. How much lower tells you what credit investors think of digital-asset infrastructure as collateral.
• The collateral package. Whether lenders are secured on physical sites and power contracts, on mining rigs that depreciate quickly, or on bitcoin itself changes the recovery math entirely.
• Covenants. Restrictions on further debt, on selling bitcoin holdings, or on moving assets out of the subsidiary will constrain management's flexibility for the life of the notes.
• Use of proceeds. Refinancing existing debt is a different story from funding new capacity, and only the latter expands the earnings base that has to service the interest.
• Completion risk. An announced offering is an intention, not a closed transaction. Size, pricing and even execution can change with market conditions between announcement and settlement.

The wider shift in how miners fund themselves

The broader pattern here is a maturing of how digital-asset infrastructure gets financed. Early-cycle miners funded themselves almost entirely through equity markets and short-dated, high-cost machine loans. A multi-year secured note in the billions, issued through a purpose-built financing entity, is the financing template of conventional capital-intensive industries — data centres, utilities, midstream energy — rather than of a speculative growth sector.

That is a vote of confidence of a kind, in that institutional debt investors are being asked to underwrite a business model that not long ago was considered uninvestable at this tenor. It is also a transfer of risk. Where shareholders once absorbed the full volatility of bitcoin prices, some of that exposure now sits with creditors who have first claim on the assets. For CLSK holders, the trade is straightforward to state and hard to price: no dilution now, a fixed claim ahead of them for the next several years, and a leveraged position in whatever the mining economics turn out to be by 2031.

Key facts

• Offering size: $2.227 billion of senior secured notes
• Issuer: CSDC Finance I, wholly owned subsidiary of CleanSpark, Inc.
• Maturity: 2031
• CLSK last close: 12.79, +1.35%, as of 20:00 GMT, 16 Sep 2026

Frequently asked questions

What exactly did CleanSpark announce?

CleanSpark, Inc. said on Thursday that CSDC Finance I, a wholly owned subsidiary, plans to offer $2.227 billion of senior secured notes due 2031. The announcement covered the intention to offer, the size and the maturity. Coupon, collateral details and use of proceeds were not disclosed in the announcement.

What are senior secured notes?

Senior secured notes are corporate bonds that rank at the top of the repayment queue and are backed by specific assets pledged as collateral. If the borrower defaults, holders of secured notes have a direct claim on those assets before unsecured creditors and well before shareholders, which normally allows the issuer to borrow at a lower interest rate.

Why issue through a subsidiary rather than the parent?

Issuing through a dedicated financing entity such as CSDC Finance I lets a company ring-fence a defined pool of assets and cash flows for lenders. Creditors assess that specific collateral package rather than the whole group's balance sheet, which can improve pricing and clarify recovery rights in a downside scenario.

How does new debt change the risk for CLSK shareholders?

Debt avoids the dilution that a share sale would cause, so existing holders keep their percentage ownership. In exchange, fixed interest payments must be made regardless of bitcoin prices, and bondholders hold a prior claim on the pledged assets. Leverage magnifies equity returns when economics are good and losses when they are not.

Where was the stock before the announcement?

CLSK last closed at 12.79, up 1.35% from a previous close of 12.62, with a day range of 12.44 to 13.22, as of the last trade at 20:00 GMT on 16 September 2026. On the same session the S&P 500 tracker fell 0.44% and the Dow tracker fell 1.15%, while the Nasdaq 100 tracker was roughly flat.

Is the offering guaranteed to go ahead?

No. An announced offering is a stated intention, not a completed transaction. The final size, interest rate and terms depend on demand from credit investors and on market conditions between announcement and settlement. Deals of this type can be upsized, downsized, repriced or withdrawn before they close.

Sources

• CleanSpark Plans $2.227 Bln Senior Secured Notes Offering Due 2031 — Nasdaq Markets

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