Bitcoin Miner CleanSpark Taps $1.15B Notes Offering to Fuel Growth and Buybacks

TLDR:

• CleanSpark raises $1.15B via zero-coupon convertible notes due 2032.
• $460M earmarked for share buybacks at $15.03 per share.
• Proceeds will fund mining and data center expansion projects.
• Notes offer 27.5% conversion premium with redemption flexibility in 2029.

CleanSpark Inc. (Nasdaq: CLSK) has priced a $1.15 billion convertible notes offering due 2032, expanding its initial plan to meet strong institutional demand. The deal, announced on November 10, 2025, positions the company to strengthen its capital base while supporting share repurchases and infrastructure growth. 

According to the filing, the notes carry a 0.00% coupon with a 27.5% conversion premium. CleanSpark expects the offering to close on November 13, pending standard regulatory approvals.

CleanSpark to Use $1.13B in Proceeds for Growth and Share Buybacks

The Bitcoin mining firm anticipates approximately $1.13 billion in net proceeds after deducting expenses and underwriting discounts. 

According to CleanSpark’s statement, around $460 million will be used to repurchase shares from investors participating in the notes offering. The remaining funds will support expansion across its power and land portfolio and the development of new data center infrastructure.

The company also plans to repay outstanding balances from its bitcoin-backed credit line and allocate capital for general corporate use. Analysts following the mining sector said the move strengthens CleanSpark’s financial flexibility as it scales operations amid a volatile crypto market. 

The firm has granted underwriters a 13-day option to purchase an additional $150 million in notes, potentially raising total proceeds to $1.28 billion.

Each note will convert into cash, shares, or both at CleanSpark’s discretion, with an initial conversion rate equivalent to $19.16 per share. That represents a 27.5% premium over the company’s closing stock price of $15.03 on November 10, as reported by Nasdaq data.

The company’s plan to repurchase shares at the same market price underscores confidence in its valuation and long-term strategy. Market participants have viewed the dual approach, debt issuance paired with equity repurchase, as a disciplined capital structure adjustment during a favorable market window.

Convertible Notes Set to Mature in 2032 With Conversion Flexibility

CleanSpark’s 0.00% Convertible Senior Notes will mature on February 15, 2032, unless converted, redeemed, or repurchased earlier. The notes are senior unsecured obligations, bearing no regular interest and no accretion to principal. 

Investors can convert under certain conditions before August 15, 2031, and at any time afterward until shortly before maturity.

CleanSpark may redeem the notes starting February 20, 2029, provided its stock trades above 130% of the conversion price for at least 20 days within a 30-day period. Redemption would occur at 100% of the principal amount, plus any accrued special interest. 

Holders may also require the company to repurchase their notes following a fundamental change, such as a merger or major restructuring event.

The company emphasized that the notes and any underlying shares are being offered privately to qualified institutional buyers under Rule 144A of the Securities Act. CleanSpark’s filing added that the securities are not registered for public sale and cannot be offered in the United States without appropriate exemptions.

CleanSpark’s decision signals continued investor appetite for exposure to Bitcoin mining-linked financial products. The company, known as “America’s Bitcoin Miner,” continues to expand its mining fleet while positioning for long-term competitiveness in the evolving digital infrastructure market.

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