CleanSpark, Inc. (CLSK) SEC Filings & Earnings Calls

No specific terms disclosed; reliance on forward-looking statements only.

“forward-looking statements within the meaning of the federal securities laws” · word for word

Debt issuance increases leverage; offering subject to market conditions.

“subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed” · word for word

Significant revenue decline and net loss due to challenging bitcoin mining economics.

“Quarterly revenues were $138.0 million, a year-over-year decrease of $60.6 million, or 30.5%. Net loss of ($239.8 million).” · word for word

High leverage with $1.8 billion long-term debt against $0.8 billion equity.

“Total Long-Term Debt: $1.8 billion; Total Stockholders' Equity: $0.8 billion.”

Dependence on bitcoin price and mining difficulty for profitability.

“Despite currently challenging bitcoin mining economics, we have a portfolio of scarce, grid-connected power assets.” · word for word

Bitcoin price volatility

“The value of bitcoin has historically been subject to wide swings.” · word for word

Negative mining margins

“Direct cost to mine one bitcoin as % of average bitcoin mining revenue - Including miner depreciation expense 134.3 %” · word for word

Transition risk to AI/HPC

“As of June 30, 2026 and September 30, 2025, we had earned no revenues from our AI and HPC services business.” · word for word

Need for additional capital for AI/HPC buildout

“To facilitate the build out of the data center being leased under the Sandersville Lease, we will need to raise additional funds, likely through project-based debt financing” · word for word

Declining bitcoin mining market share

“CleanSpark percentage of total global hashrate 4.36 % 5.14 %” · word for word

Execution risk: Company must satisfy financing, construction and delivery milestones; failure may result in rent abatements or termination.

“Failure to timely satisfy applicable milestones may result in rent abatements or termination of the Lease.” · word for word

Bitcoin price volatility

“Loss on fair value of bitcoin, net for the three months ended March 31, 2026 was $224,107.” · word for word

Global hashrate competition

“global hashrate grew more rapidly over the same period, increasing competition across the blockchain network. As a result, our relative share of total network computational power declined, which contributed to the decrease in bitcoin mined.” · word for word

AI/HPC revenue uncertainty

“As of March 31, 2026 and September 30, 2025, we had earned no revenues from our AI and HPC services business.” · word for word

Negative operating cash flow

“net cash used in operating activities for the six months ended March 31, 2026 was $296,962” · word for word

Bitcoin price volatility and mining difficulty pose significant risk to revenue and profitability.

“Forward-looking statements mention risks: BTC price volatility, increasing difficulty rates for bitcoin mining, bitcoin halving.”

Execution risk in AI/HPC transition and diversification strategy.

“CEO discusses commercializing AI/HPC-applicable assets; risk factors include ability to execute on business strategy to expand into HPC and AI.”

High debt levels ($1.8B) relative to equity ($1.0B) increase financial leverage risk.

“Total Long-Term Debt: $1.8 billion; Total Stockholders' Equity: $1.0 billion.”

Concentration of voting power among insiders; potential governance risk if majority of Series A Preferred is held by directors/officers.

“all shares of Series A Preferred will vote in accordance with the vote of the holders of a majority of the shares of Series A Preferred, if a majority of the shares of Series A Preferred continue to be held by directors or officers of the Company or entities controlled by directors or officers of the Company” · word for word

Bitcoin Price Volatility

“The value of bitcoin has historically been subject to wide swings.” · word for word

Energy Cost Volatility

“Energy prices can be highly volatile and global events can impact energy rates.” · word for word

Mining Profitability Risk

“Direct cost to mine one bitcoin as % of average bitcoin mining revenue - Including direct energy cost only 52.8 % 40.5 %” · word for word

AI/HPC Revenue Uncertainty

“As of December 31, 2025 and September 30, 2025, we have not had material revenue from our AI and HPC services business” · word for word

Significant net loss of $378.7M driven by non-cash charges and bitcoin price volatility

“Net loss for the three months ended December 31, 2025, was ($378.7 million) or ($1.35) per basic share” · word for word

High leverage with $1.8B long-term debt against $1.4B equity

“Total Long-Term Debt, net of debt discount and issuance costs: $1.8 billion; Total Stockholders' Equity: $1.4 billion” · word for word

Dependence on bitcoin price and mining economics for cash flow generation

“Our scaled bitcoin mining operations continue to generate durable cash flows, and those cash flows are now being redeployed into long-duration infrastructure opportunities” · word for word

CEO transition risk

“On August 10, 2025, CleanSpark co-founder and CEO Zachary K. Bradford resigned as an officer and director, and the Board appointed S. Matthew Schultz to the CEO position.” · word for word

Bitcoin price volatility

“Bitcoin mining has historically been the Company’s principal business activity and remains a core focus.” · word for word

HPC/AI execution risk

“Building on the expertise developed through our Bitcoin mining operations, we are also evaluating opportunities to expand portions of our data center platform to support high-performance computing (HPC) and artificial intelligence (AI) workloads.” · word for word

Bitcoin Price Volatility

“The value of bitcoin has historically been subject to wide swings.” · word for word

Shareholder Class Action

“We are currently the subject of a shareholder class action” · word for word

Dilution from Equity Raises

“We have financed our strategic growth primarily by issuing new shares of our common stock and convertible debt in public offerings, which dilutes the ownership interests of our current stockholders” · word for word

Debt Covenants and Leverage

“Our substantial indebtedness could: increase our vulnerability to general adverse economic and industry conditions” · word for word

Bitcoin price volatility and mining difficulty could impact future profitability.

“the volatile and unpredictable cycles in the emerging and evolving industries in which the Company operates, including the volatility of BTC prices” · word for word

Execution risk in transitioning to AI infrastructure provider with limited experience.

“our ability to execute on our business strategy, including our ability to diversify and expand into the market for HPC and AI solutions and data centers; our limited experience with respect to new markets we are entering” · word for word

Tariff exposure on imported miners could increase costs.

“there is uncertainty as to whether the Company will face materially increased tariff liability in respect of miners purchased since 2024” · word for word

Increased leverage from new debt obligation

“Item 2.03 Creation of a Direct Financial Obligation.” · word for word

Equity dilution risk from convertible notes

“Item 3.02 Unregistered Sales of Equity Securities.” · word for word

Dilution risk from convertible notes conversion; potential share price pressure.

“Convertible notes may be converted into common stock; share repurchase only partially offsets.”

Dilution risk from convertible notes conversion; potential share price pressure.

“Convertible notes may be converted into common stock; share repurchase only partially offsets.”

Tax and cost liability of $59M indicates potential operational or compliance issues.

“Accrual for additional miner acquisition costs and indirect tax exposure.”

Execution risk in developing AI data center campus; capital commitment

“Phased development expected to support AI workloads; energization of more than 200 MW expected in first half of 2027.” · word for word

Potential overhang from resale but limited magnitude

“Shares are already outstanding; resale does not dilute.”