8-K
CLEANSPARK, INC. (CLSK)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): November 25, 2025 |
|---|
CleanSpark, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Nevada | 001-39187 | 87-0449945 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 10624 S. Eastern Ave.<br><br>Suite A - 638 | ||
| Henderson, Nevada | 89052 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (702) 989-7692 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | CLSK | The Nasdaq Stock Market LLC |
| Redeemable warrants, each exercisable for 0.069593885 shares of common stock at an exercise price of $165.24 per whole share | CLSKW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 25, 2025, CleanSpark, Inc. announced financial results for its fiscal year ended September 30, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1) should not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, datedNovember 25, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 25, 2025
| CLEANSPARK, INC. | |
|---|---|
| By: | /s/ Gary A. Vecchiarelli |
| Gary A. Vecchiarelli<br>President and Chief Financial Officer |
EX-99.1
EXHIBIT 99.1
CleanSpark Reports Transformative FY 2025 Results
$766.3 million revenue, 102% year over year increase
43% growth in contracted power sets the stage for AI expansion
Recent $1.15 billion 0% transaction provides capital for accretive infrastructure opportunities
LAS VEGAS, November 25, 2025 -- CleanSpark, Inc. (Nasdaq: CLSK) (the “Company”), America's Bitcoin Miner®, today reported financial results for the fiscal year ended September 30, 2025.
“Fiscal 2025 was the year CleanSpark achieved operating leverage. We surpassed 50 EH/s in operational hashrate, set new revenue records, and demonstrated strategic capital stewardship by choosing accretive capital market tools, such as convertible debt and bitcoin backed revolvers instead of an ATM to finance the business during the calendar year,” said Matt Schultz, Chairman and CEO of CleanSpark. “We are evolving into a comprehensive compute platform that is prepared to optimize value from both AI and bitcoin workloads. Our deep expertise in power procurement, infrastructure development, and efficient scaling gives us a unique advantage in meeting surging global demand for compute.”
“I’m proud of our results for the fiscal year. Beyond our revenue of $766 million and hashrate growth achievements, we also demonstrated disciplined capital investment and are financially positioned to rapidly become a leading AI infrastructure provider,” said Gary A. Vecchiarelli, President and Chief Financial Officer of CleanSpark. “We recently closed a landmark $1.15 billion 0% convertible transaction to accelerate expansion of our power and land portfolio. Our market leading bitcoin mining operations have been supplemented by cash generated from our institutional grade treasury desk. As we continue to execute on our strategies, our goal is to replicate our market leadership across a broader range of compute capabilities.”
Financial Highlights: Fiscal Year 2025
Financial Results for the Fiscal Year Ended September 30, 2025
- Fiscal year revenues were $766.3 million, an increase of $387.3 million, or 102.2%, from $379 million for the same prior year period.
- Net income for the year ended September 30, 2025, was $364.5 million or $1.25 per basic share, compared to net loss of ($145.8) million or ($0.69) per basic share, for the same prior year period.
- Adjusted EBITDA(1) increased to $823.4 million from $245.8 million one year ago.
Balance Sheet Highlights as of September 30, 2025
Assets
- Cash: $43.0 million
- Bitcoin: $1.2 billion
- Total Current Assets: $1.3 billion
- Total Mining Assets (including prepaid deposits & deployed miners): $950.1 million
- Total Assets: $3.2 billion
Liabilities and Stockholders' Equity
Current Liabilities: $315.8 million
Total long-term debt, net of debt discount & issuance costs: $644.6 million
Total Liabilities: $1.0 billion
Total Stockholders' Equity: $2.2 billion
The Company had working capital of $1 billion as of September 30, 2025.
1 See “Non-GAAP Measure” and the related reconciliation below
Investor Conference Call and Webcast
The Company will hold its fiscal year end 2025 earnings presentation and business update for investors and analysts today, November 25, 2025, at 4:30 p.m. ET / 1:30 p.m. PT.
Webcast URL: https://clsk.news/fy25webcast
The webcast will be accessible for at least 30 days on the Company's website and a transcript of the call will be available on the Company's website following the call.
About CleanSpark
CleanSpark (Nasdaq: CLSK), America's Bitcoin Miner®, is a market-leading data center developer with a proven track record of success. We own a portfolio of more than 1.3 GW of power, land, and data centers across the United States powered by globally competitive energy prices. Sitting at the intersection of Bitcoin, energy, operational excellence and capital stewardship, we optimize our infrastructure to deliver superior returns to our shareholders. Monetizing low-cost, high reliability energy by producing a global emerging critical resource – compute – positions us to prosper in an ever-changing world.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this press release, forward-looking statements include, but may not be limited to, statements regarding the Company’s evolving business strategy to expand into the market for high-performance computing (“HPC”) and artificial intelligence (“AI”) and other expectations, beliefs, plans, intentions, and strategies, including the benefits of the Company’s treasury management activities. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: the risk that the electrical power available to the Company’s facilities does not increase as expected; the success of the Company’s bitcoin mining activities; the volatile and unpredictable cycles in the emerging and evolving industries in which the Company operates, including the volatility of BTC prices; increasing difficulty rates for bitcoin mining; bitcoin halving; our ability to execute on our business strategy, including our ability to diversify and expand into the market for HPC and AI solutions and data centers; our limited experience with respect to new markets we are entering, including the market for HPC and AI services; our ability to compete with our new HPC and AI services competitors; new or additional governmental regulation; the impacts of evolving global and U.S. trade policies and tariff regimes, including that there is uncertainty as to whether the Company will face materially increased tariff liability in respect of miners purchased since 2024 and in the future; the impact of the CEO transition on relationships with vendors, regulators, employees and investors and the ability of the new CEO to execute on the Company’s strategies; the Company’s ability to complete a definitive agreement to fully establish the partnership with Submer; the anticipated delivery dates of new miners; the Company’s ability to
successfully complete acquisitions, including integration risks relating to completed and potential acquisitions and the ability to successfully deploy new miners; dependency on utility rate structures and government incentive programs; dependency on third-party power providers for expansion efforts; the expectations of future revenue growth may not be realized, including in respect of the new markets that the Company seeks to enter; and other risks described in the Company's prior press releases and in its filings with the Securities and Exchange Commission (SEC), including under the heading "Risk Factors" in those filings. Forward-looking statements contained herein are made only as to the date of this press release, and we assume no obligation to update or revise any forward-looking statements as a result of any new information, changed circumstances or future events or otherwise, except as required by applicable law.
Non-GAAP Measure
The Company presents adjusted EBITDA, which is not a measurement of financial performance under generally accepted accounting principles in the United States (“GAAP”). The Company's non-GAAP “Adjusted EBITDA” excludes (i) impacts of interest, taxes, and depreciation; (ii) the Company's share-based compensation expense, unrealized gains/losses on securities, and, changes in the fair value of contingent consideration with respect to previously completed acquisitions, all of which are non-cash items that the Company believes are not reflective of the Company's general business performance, and for which the accounting requires management judgment, and the resulting expenses could vary significantly in comparison to other companies; (iii) non-cash impairment losses related to long-lived assets (including goodwill); (iv) realized gains and losses on sales of equity securities, the amounts of which are directly related to the unrealized gains and losses that are also excluded; (v) legal fees related to litigation and various transactions, which fees management does not believe are reflective of the Company's ongoing operating activities; (vi) gains and losses on disposal of assets, the majority of which are related to obsolete or unrepairable machines that are no longer deployed; (vii) gains and losses related to discontinued operations that would not be applicable to the Company's future business activities; and (viii) severance expenses. The Company previously excluded non-cash impairment losses related to digital assets and realized gains and losses on sales of bitcoin from its calculation of adjusted EBITDA, but has determined such items are part of the Company's normal ongoing operations and will no longer be excluding them from its calculation of adjusted EBITDA.
Management believes that providing this non-GAAP financial measure that excludes these items allows for meaningful comparisons between the Company's core business operating results and those of other companies, and provides the Company with an important tool for financial and operational decision making and for evaluating its own core business operating results over different periods of time. In addition to management's internal use of non-GAAP adjusted EBITDA, management believes that adjusted EBITDA is also useful to investors and analysts in comparing the Company's performance across reporting periods on a consistent basis. Management believes the foregoing to be the case even though some of the excluded items involve cash outlays and some of them recur on a regular basis (although management does not believe any of such items are normal operating expenses necessary to generate the Company’s bitcoin related revenues). For example, the Company expects that share-based compensation expense, which is excluded from adjusted EBITDA, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers, and directors. Additionally, management does not consider any of the excluded items to be expenses necessary to generate the Company's bitcoin-related revenue.
The Company's adjusted EBITDA measure may not be directly comparable to similar measures provided by other companies in our industry, as other companies in the Company's industry may calculate non-GAAP financial results differently. The Company's adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to operating (loss) income or any other measure of performance derived in accordance with GAAP.
Although management utilizes internally and presents adjusted EBITDA, the Company only utilizes that measure supplementally and does not consider it to be a substitute for, or superior to, the information provided by GAAP financial results.
Accordingly, adjusted EBITDA is not meant to be considered in isolation of, and should be read in conjunction with, the information contained in the Company's consolidated financial statements, which have been prepared in accordance with GAAP.
CLEANSPARK, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
| September 30,<br>2025 | September 30,<br>2024 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 42,966 | $ | 121,222 |
| Restricted cash | 3,490 | 3,056 | ||
| Prepaid expense and other current assets | 11,875 | 7,995 | ||
| Bitcoin - current | 966,829 | 431,661 | ||
| Receivable from bitcoin collateral | 294,648 | 77,827 | ||
| Note receivable from GRIID | — | 60,919 | ||
| Derivative investments | 233 | 1,832 | ||
| Investment in debt security, AFS, at fair value | — | 918 | ||
| Total current assets | $ | 1,320,041 | $ | 705,430 |
| Bitcoin - noncurrent | $ | 222,614 | $ | — |
| Property and equipment, net | 1,363,681 | 869,693 | ||
| Operating lease right of use assets | 4,254 | 3,263 | ||
| Intangible assets, net | 5,849 | 3,040 | ||
| Deposits on miners and mining equipment | 112,037 | 359,862 | ||
| Other long-term assets | 23,497 | 13,331 | ||
| Goodwill | 131,658 | 8,043 | ||
| Total assets | $ | 3,183,631 | $ | 1,962,662 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Current liabilities | ||||
| Accounts payable | $ | 15,159 | $ | 82,992 |
| Accrued liabilities | 117,544 | 43,874 | ||
| Other current liabilities | 6,096 | 2,240 | ||
| Current portion of debt | 176,570 | 58,781 | ||
| Dividends payable | 396 | — | ||
| Total current liabilities | $ | 315,765 | $ | 187,887 |
| Long-term liabilities | ||||
| Long-term debt, net of current portion, debt discount and debt issuance costs | 644,586 | 7,176 | ||
| Deferred income taxes | 44,872 | 5,761 | ||
| Other long-term liabilities | 3,281 | 997 | ||
| Total liabilities | $ | 1,008,504 | $ | 201,821 |
| Commitments and contingencies - Note 19 |
CLEANSPARK, INC.
CONSOLIDATED BALANCE SHEETS (continued)
(in thousands, except par value and share amounts)
| September 30,<br>2024 | |||||
|---|---|---|---|---|---|
| Stockholders' equity | |||||
| Preferred stock; 0.001 par value; 10,000,000 shares authorized; Series A shares; 2,000,000 authorized; 1,750,000 issued and outstanding (liquidation preference 0.02 per share) Series X shares; 0 and 1,000,000 authorized, issued and outstanding, respectively | 2 | 3 | |||
| Common stock; 0.001 par value; 600,000,000 and 300,000,000 shares authorized; 296,087,533 and 270,897,784 shares issued; 284,327,598 and 270,897,784 shares outstanding, respectively | 296 | 271 | |||
| Additional paid-in capital | 2,445,723 | 2,239,367 | |||
| Accumulated other comprehensive income | — | 418 | |||
| Accumulated deficit | (125,894 | ) | (479,218 | ) | |
| Treasury stock at cost; 11,759,935 and 0 shares held, respectively | (145,000 | ) | — | ||
| Total stockholders' equity | 2,175,127 | 1,760,841 | |||
| Total liabilities and stockholders' equity | 3,183,631 | $ | 1,962,662 |
All values are in US Dollars.
The accompanying notes are an integral part of these Consolidated Financial Statements
CLEANSPARK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share and share amounts)
| For the year ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||||
| Revenues, net | |||||||||
| Bitcoin mining revenue, net | $ | 766,314 | $ | 378,968 | $ | 168,121 | |||
| Other services revenue | — | — | 287 | ||||||
| Total revenues, net | $ | 766,314 | $ | 378,968 | $ | 168,408 | |||
| Costs and expenses | |||||||||
| Cost of revenues (exclusive of depreciation and amortization) | 343,101 | 165,516 | 93,580 | ||||||
| Professional fees | 13,785 | 13,806 | 10,869 | ||||||
| Payroll expenses | 104,379 | 74,095 | 45,714 | ||||||
| General and administrative expenses | 52,625 | 30,185 | 20,823 | ||||||
| (Gain) loss on disposal of assets | (336 | ) | 5,466 | 1,931 | |||||
| Gain on fair value of bitcoin, net | (425,646 | ) | (113,423 | ) | — | ||||
| Depreciation and amortization | 348,335 | 154,609 | 120,728 | ||||||
| Indirect tax contingency expenses | 11,122 | — | — | ||||||
| Impairment expense - bitcoin | — | — | 7,163 | ||||||
| Impairment expense - fixed assets | — | 197,041 | — | ||||||
| Impairment expense - other | — | 716 | — | ||||||
| Realized gain on sale of bitcoin | — | — | (1,357 | ) | |||||
| Total costs and expenses | $ | 447,365 | $ | 528,011 | $ | 299,451 | |||
| Income (loss) from operations | 318,949 | (149,043 | ) | (131,043 | ) | ||||
| Other income (expense) | |||||||||
| Gain on fair value of contingent consideration | — | — | 2,484 | ||||||
| Gain on bitcoin collateral | 92,190 | 1,475 | — | ||||||
| Loss on derivative securities, net | (1,546 | ) | (965 | ) | (259 | ) | |||
| Interest income | 4,125 | 8,555 | 481 | ||||||
| Interest expense | (11,335 | ) | (2,455 | ) | (2,977 | ) | |||
| Other income | 1,192 | — | 11 | ||||||
| Total other income (expense) | $ | 84,626 | $ | 6,610 | $ | (260 | ) | ||
| Income (loss) before income tax expense | 403,575 | (142,433 | ) | (131,303 | ) | ||||
| Income tax expense | 39,111 | 3,344 | 2,416 | ||||||
| Income (loss) from operations | $ | 364,464 | $ | (145,777 | ) | $ | (133,719 | ) | |
| Discontinued operations | |||||||||
| Loss from discontinued operations | $ | — | $ | — | $ | (4,429 | ) | ||
| Net income (loss) | $ | 364,464 | $ | (145,777 | ) | $ | (138,148 | ) | |
| Preferred stock dividends | 11,140 | 3,422 | — | ||||||
| Net income (loss) attributable to common shareholders | $ | 353,324 | $ | (149,199 | ) | $ | (138,148 | ) | |
| Other comprehensive (loss) income, net of tax | (418 | ) | 192 | 116 | |||||
| Total comprehensive income (loss) attributable to common shareholders | $ | 352,906 | $ | (149,007 | ) | $ | (138,032 | ) |
CLEANSPARK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (continued)
(in thousands, except per share and share amounts)
| For the year ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||
| Income (loss) from continuing operations per common share - basic | $ | 1.25 | $ | (0.69 | ) | $ | (1.30 | ) |
| Weighted average common shares outstanding - basic | 282,182,800 | 216,860,819 | 102,707,509 | |||||
| Income (loss) from continuing operations per common share - diluted | $ | 1.12 | $ | (0.69 | ) | $ | (1.30 | ) |
| Weighted average common shares outstanding - diluted | 317,761,220 | 216,860,819 | 102,707,509 | |||||
| (Loss) on discontinued operations per common share - basic | $ | — | $ | — | $ | (0.04 | ) | |
| Weighted average common shares outstanding - basic | 282,182,800 | 216,860,819 | 102,707,509 | |||||
| (Loss) on discontinued operations per common share - diluted | $ | — | $ | — | $ | (0.04 | ) | |
| Weighted average common shares outstanding - diluted | 317,761,220 | 216,860,819 | 102,707,509 |
CLEANSPARK, INC.
RECONCILIATION OF ADJUSTED EBITDA
(Unaudited, in thousands)
| ($ in thousands) | For the Year Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of non-GAAP Adjusted EBITDA | 2025 | 2024 | 2023 | ||||||
| Net income (loss) | $ | 364,464 | $ | (145,777 | ) | $ | (138,148 | ) | |
| Depreciation and amortization | 348,335 | 154,609 | 120,728 | ||||||
| Share-based compensation expense | 45,335 | 29,555 | 24,142 | ||||||
| Loss on derivative securities, net | 1,546 | 965 | 259 | ||||||
| Interest income | (4,125 | ) | (8,555 | ) | (481 | ) | |||
| Interest expense | 11,335 | 2,455 | 2,977 | ||||||
| Other income | (1,192 | ) | — | (11 | ) | ||||
| Indirect tax contingency expenses | 11,122 | — | — | ||||||
| (Gain) loss on disposal of assets | (336 | ) | 5,466 | 1,931 | |||||
| Income tax expense | 39,111 | 3,344 | 2,416 | ||||||
| Fees related to financing & business development transactions | 778 | 4,059 | 697 | ||||||
| Litigation & settlement related expenses | 2,052 | 1,970 | 7,872 | ||||||
| Severance and other expenses | 4,948 | — | 701 | ||||||
| Impairment expense - other | — | 716 | — | ||||||
| Impairment expense - fixed assets | — | 197,041 | — | ||||||
| Loss from discontinued operations | — | — | 4,429 | ||||||
| Change in fair value of contingent consideration | — | — | (2,484 | ) | |||||
| Non-GAAP Adjusted EBITDA* | $ | 823,373 | $ | 245,848 | $ | 25,028 |
*We have not excluded our Gain on fair value of bitcoin, net of $425,646 and $113,423 in the year ended September 30, 2025 and 2024, respectively, which we now record in our Consolidated Statements of Operations and Comprehensive Income (Loss) as provided in ASC 350-60, as discussed in the Gain on fair value of bitcoin, net section above.
Investor Relations Contact Harry Sudock 702-989-7693 ir@cleanspark.com
Media Contact Eleni Stylianou 702-989-7694 pr@cleanspark.com