CleanSpark Proposes $2.227 Billion Senior Secured Notes Offering to Fund Sandersville Data Center Buildout

CleanSpark, Inc. (Nasdaq: CLSK), a market-leading data center developer, announced on September 17, 2026 that its wholly owned subsidiary, CSDC Finance I, LLC, intends to offer $2.227 billion in aggregate principal amount of senior secured notes due 2031 in a private placement, subject to market conditions and other factors. The offering will be made to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and to non-U.S. persons outside the United States pursuant to Regulation S.

The company plans to use the net proceeds from the offering to finance the remaining cost of building out its Sandersville Facility, to reimburse CleanSpark for certain prior equity contributions made in respect of the facility, and to fund debt service reserves. The move underscores the substantial capital requirements facing data center developers as they race to expand capacity in an increasingly competitive landscape.

The Notes will be fully and unconditionally guaranteed by CSRE Properties Sandersville, LLC, a wholly owned direct subsidiary of the Issuer. The Notes and related guarantee will be secured by first-priority liens on substantially all assets of the Issuer and CSRE Properties, excluding certain excluded property, as well as all equity interests of the Issuer held by CSDC Holdings I, LLC, the direct parent company of the Issuer. CleanSpark will provide a customary completion guarantee for the Sandersville Facility, committing to fund the Issuer as necessary to ensure timely completion should the note proceeds prove insufficient.

CleanSpark describes itself as operating at the intersection of Bitcoin, energy, operational excellence, and capital stewardship. The company controls a portfolio of more than 1.8 GW of power, land, and data centers across the United States, powered by globally competitive energy prices. The Sandersville Facility represents a key component of that expanding footprint.

The offering remains subject to market and other conditions, and there can be no assurance as to whether, when, or on what terms it may be completed. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The proposed note issuance highlights the growing trend of data center operators turning to private debt markets to fund large-scale infrastructure projects. As demand for compute capacity continues to surge, developers are increasingly leveraging secured debt structures to accelerate buildouts while managing balance sheet flexibility. For CleanSpark, the successful completion of this offering would provide the capital needed to bring the Sandersville Facility online and further solidify its position in the rapidly evolving data center sector.