Core Viewpoint - CleanSpark, Inc. has announced the pricing and upsize of its offering of $1.15 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032, aimed at qualified institutional buyers under Rule 144A of the Securities Act [1][9]. Transaction Details - The initial purchasers of the Convertible Notes have a 13-day option to purchase an additional $150 million aggregate principal amount [2]. - The offering is expected to close on November 13, 2025, subject to customary closing conditions [2]. Use of Proceeds - The net proceeds from the offering are anticipated to be approximately $1.13 billion, or approximately $1.28 billion if the additional option is fully exercised [3]. - Approximately $460 million is intended for repurchasing shares of common stock, with the remaining proceeds allocated for expanding the power and land portfolio, developing data center infrastructure, repaying outstanding bitcoin-backed line of credit balances, and general corporate purposes [3]. Convertible Notes Details - The Convertible Notes will be senior unsecured obligations, maturing on February 15, 2032, and will not bear regular interest [4]. - The initial conversion rate is set at 52.1832 shares of common stock per $1,000 principal amount, equating to an initial conversion price of approximately $19.16 per share, representing a 27.50% premium over the closing price of $15.03 on November 10, 2025 [5][7]. Share Repurchases - The company has agreed to repurchase shares from certain investors in the Convertible Notes at a price equal to the $15.03 closing price per share on November 10, 2025 [8].