CLSK

• Net loss for the three months ended June 30, 2026, was ($239.8 million) or ($0.89) per basic share, compared to net income of $257.4 million or $0.90 per basic share in the prior year period.
• Adjusted EBITDA decreased to ($113.0 million) from ($377.7 million) in the same period a year ago.
• As of June 30, 2026, cash was $202.6 million, bitcoin holdings were $814.9 million, and total assets were $2.7 billion.
• The company signed a 20-year $6.6 billion triple-net lease at Sandersville with a high investment-grade tenant and fully funded the anticipated equity portion of the project.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The lease is expected to generate approximately $6.6 billion in contracted revenue over the initial term, with up to $11.6 billion if two five-year extension options are exercised.
• The tenant also executed a letter of intent and exclusivity arrangement covering CleanSpark's entire Texas portfolio of 718 acres with up to 885 MW of secured and planned power capacity.
• Deliveries are expected to begin in Q4 2027; the lease includes annual escalators and requires CleanSpark to meet financing, construction, and delivery milestones, with potential rent abatements or termination for failure.
• Morgan Stanley & Co. LLC acted as financial advisor and Davis Polk & Wardwell LLP as legal counsel; a conference call was held on July 14, 2026.

7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Net loss for the quarter was $378.3 million, or $1.52 per basic share, compared to a net loss of $138.8 million, or $0.49 per basic share, a year earlier.
• Adjusted EBITDA decreased to a loss of $241.2 million from a loss of $57.8 million in the prior-year quarter.
• As of March 31, 2026, the company held $260.3 million in cash and $925.2 million in Bitcoin, with total assets of $2.9 billion.
• The company reported doubling MW under contract year-over-year, including 585 MW of ERCOT-approved capacity, and increased Bitcoin holdings by 14% and average monthly hashrate by 18% year-over-year.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The quarterly dividend of 2% of earnings before interest, taxes, and amortization is eliminated; holders now receive a one-time special dividend of $17.1428571428571 per share.
• Voting rights of Series A Preferred are modified: shares vote with majority holders if controlled by officers/directors, otherwise with Board recommendation, or proportionally with common stock if no recommendation.
• Each Series A Preferred share will automatically convert into three shares of common stock upon a Change of Control Event; each share retains 45 votes.
• The special dividend is payable on or about March 24, 2026, to holders of record as of March 19, 2026; the Board approved it excluding conflicted directors.
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3.03 Material Modification to Rights of Security Holders · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• CleanSpark, Inc. held its Annual Meeting of stockholders on March 3, 2026.
• All five director nominees were elected: S. Matthew Schultz, Larry McNeill, Dr. Thomas L. Wood, Roger P. Beynon, and Amanda Cavaleri.
• The appointment of BDO USA, P.C. as independent registered public accounting firm for fiscal year ending September 30, 2026 was ratified.
• The report was filed under Item 5.07 to disclose the voting results of these stockholder proposals.

5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Net loss was $378.7 million, or $1.35 per basic share, compared to net income of $246.8 million, or $0.85 per basic share, in the prior-year period.
• Adjusted EBITDA was negative $295.4 million, down from positive $321.6 million a year ago.
• As of December 31, 2025, the company held $458.1 million in cash, $1.0 billion in bitcoin, and total assets of $3.3 billion.
• The company secured up to 890 MW of new utility-grade power capacity in the Houston region and expanded its AI-ready site portfolio in Texas and Georgia.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Fiscal year 2025 revenue was $766.3 million, a 102.2% increase from $379 million in the prior year.
• Adjusted EBITDA increased to $823.4 million from $245.8 million in the prior year.
• As of September 30, 2025, the company held $43.0 million in cash, $1.2 billion in bitcoin, and total assets of $3.2 billion.
• The company recently closed a $1.15 billion 0% convertible transaction to fund infrastructure expansion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Net proceeds were approximately $1.13 billion after discounts and expenses; about $460 million was used to repurchase 30.6 million shares of common stock (about 10.9% of outstanding shares).
• The notes are convertible at an initial conversion rate of 52.1832 shares per $1,000 principal (initial conversion price about $19.16 per share), with conversion allowed under certain events before August 15, 2031 and freely thereafter.
• The company may redeem the notes for cash on or after February 20, 2029, if the stock price meets certain thresholds; holders can require repurchase upon a fundamental change.
• Remaining proceeds are intended for power and land portfolio expansion, data center infrastructure development, repayment of bitcoin-backed line of credit balances, and general corporate purposes.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 8.01 Other Events · 9.01 Financial Statements and Exhibits