CleanSpark completed the upsized issuance of $1.15 billion in zero‑coupon convertible senior notes due 2032, selling the debt to qualified institutional buyers under Rule 144A. The notes carry a conversion rate of 52.1832 shares per $1,000 of principal, allowing investors to convert the debt into equity at a premium to the current share price.
The company earmarked $460 million of the proceeds for a share repurchase that bought back 30.6 million shares, roughly 10.9 % of the outstanding equity. The remaining $1.13 billion in net proceeds will fund expansion of CleanSpark’s power and land portfolio, development of data‑center infrastructure, and repayment of a bitcoin‑backed line of credit.
The financing supports CleanSpark’s self‑funding growth strategy and its pivot toward AI‑oriented data‑center services, a broader industry trend among crypto‑mining firms diversifying into compute services. The share buyback signals management confidence in the company’s valuation and serves to offset potential dilution from the convertible notes.
CleanSpark’s Q3 2025 financials provide context for the capital raise: revenue rose to $198.6 million, up 91 % year‑over‑year, and net income reached $257.4 million, with basic earnings per share of $0.90. In contrast, Q3 2024 revenue was $104.1 million and the company posted a net loss of $236.2 million, illustrating the dramatic turnaround and the cash‑flow strength that underpins the new financing.
Investors reacted negatively to the announcement, citing concerns about future dilution from the convertible notes. The zero‑coupon structure and conversion premium mitigate immediate dilution, but the market priced in potential upside dilution as a risk factor.
CEO Matt Schultz described the offering as a “defining moment” and said the share repurchase “reinforces confidence in the business we’re building and our commitment to long‑term value creation.” He emphasized that the capital will enable expansion of the power portfolio and meet accelerating demand for high‑performance AI data‑center infrastructure.
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