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CLSKCleanSpark

Crypto · Financial Services · Nasdaq

CleanSpark is a data center developer, until recently focused exclusively on bitcoin mining. 10-K, Item 1

CLSK quote by TradingView
Headquarters
Henderson, NV
CEO
S. Matthew Schultz
Next results
around Nov 24, 2026
Compare with peers → Embed

10-K 0001193125-25-297510 (2025-11-25) vs 10-K 0000950170-24-132565 (2024-12-03)

SectionCompared textWords nowChanged
Risk FactorsItem 1A22,840 19.1%
MD&AItem 710,742 29.5%
Legal ProceedingsItem 3, via Note 19 – COMMITMENTS AND CONTINGENCIES866 59.0%
Accounting PoliciesItem 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES354 16.6%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 217 words changed in this paragraph; it is 55% similar to last year's version.
Further, we have faced complications related to the import of our miners and other mining equipment in the past and may again in the future. The global supply of miners is unpredictable and presently heavily dependent on manufacturers headquartered in China, with manufacturing in Asia, which was severely affected by the emergence of the COVID-19 pandemic. We currently utilize several types of ASIC miners as part of our mining operation, including Bitmain Antminers, Canaan Avalon miners and MicroBT WhatsMiners, all of which are produced with supply chains in China, Malaysia, Indonesia or Thailand. Geopolitical matters, including the relationship of the U.S. with China, other countries, trade restrictions and tariffs, or the threat of trade restrictions or tariffs, may impact our ability to import ASIC miners. As a result, miners or other equipment necessary for our operations. In addition, officials of CBP have broad discretion regarding products imported into the United States, and the CBP has on occasion, and may again in the future, detained and/or seized imported miners and other equipment necessary to the operation of our miners, which has resulted in significant costs to us. Further, on or about May 27, 2025, we began receiving invoices from CBP asserting Chinese origin import tariffs on miner purchases made in early 2024. In the event that CBP were to successfully defend these tariffs and apply them to all previously imported miners, our total tariff liability could rise to approximately $185 million, not including statutory interest. Refer to Note 19 - Commitments and Contingencies for more information on the Company’s assessment of its potential liability in connection with this matter. If any of our mining equipment is detained and/or seized again in the future, we may not be able to obtain adequate replacement parts for our existing miners and other equipment or obtain additional miners and other equipment from manufacturers on a timely basis. basis, or at all. Such events could have a material adverse effect on our business, prospects or operations and potentially the value of any bitcoin we mine or otherwise acquire or hold for our own account, and harm investors.

Source: Item 1A, 10-K 0001193125-25-297510 vs Item 1A, 10-K 0000950170-24-132565

MD&A 201 words changed in this paragraph; it is 30% similar to last year's version.
Our cost During the fiscal year ended September 30, 2025, we mined 7,873 bitcoins, gross of revenues were $165,516 for Foundry fees, with an average bitcoin price of $97,337 as compared to 7,092 bitcoins with an average bitcoin price of $53,434 during the year ended September 30, 2024, an 2024. The increase in bitcoin mining revenue was primarily due to increase in the average bitcoin price and the increase in bitcoin mined year over year. This occurred as we increased the number of $71,936, or 77%, our miners in operation, which rose to 241,934 as compared with cost of revenues of $93,580 for the year ended September 30, 2023. These costs were primarily related 2025, compared to energy costs to operate miners within our owned facilities, which was $132,192 for the year ended 188,500 as of September 30, 2024, an increase expansion of $69,763 as compared to $65,824 for the year ended September 30, 2023. The increases in energy costs was primarily due to the 53,434 or 28%. This increase in the volume of our miners operating in operation increased our owned locations partially offset by the reduction hashrate, which is our total computational power, and which when understood in the average cost per KWHs, which approximated $0.046/KWH for the year ended September 30, 2024 as compared context of global hashrate, determines how much bitcoin we are able to an average cost of $0.048/KWH for the year ended September 30, 2023. We continually evaluate energy and bitcoin prices and periodically will curtail our mining operations when it is advantageous to do so. mine.

Source: Item 7, 10-K 0001193125-25-297510 vs Item 7, 10-K 0000950170-24-132565

Legal Proceedings 149 words changed in this paragraph; it is 35% similar to last year's version.
The Company entered into a $165,000 contract contract, subject to certain discounts discounts, in June 2024 for the purchase and purchase, on-site construction construction, and installation of modular immersion data centers. The contract includes two phases for which only phase 1 is a firm commitment to the Company in the amount of $66,000 (before taxes and discounts), for which $30,000 of phase 1 was paid in July 2024 and is included in Deposits on miners and mining equipment in the Consolidated Balance Sheet as As of September 30, 2024. The remainder is expected to be paid before 2025, the end $27,000 remaining balance of the first quarter in the 2025 fiscal year. In August 2024, the Company elected to undertake phase 2 for $99,000 (before taxes contract is contractually obligated and discounts), an advanced payments of approximately 50% are due in November 2024 and the remainder is expected to be paid in installments between December 2024 through April 2024. Upon timely payment upon delivery and installation of the first installments due for both phase 1 and phase 2, discounts of $3,000 and $4,500, respectively, are applied to the obligation. related data centers.

Source: Item 3, via Note 19 – COMMITMENTS AND CONTINGENCIES, 10-K 0001193125-25-297510 vs Item 3, via Note 18 – COMMITMENTS AND CONTINGENCIES, 10-K 0000950170-24-132565

Accounting Policies 65 words changed in this paragraph; it is 55% similar to last year's version.
The accompanying consolidated financial statements include the accounts of CleanSpark, Inc. and the Company’s wholly owned subsidiaries, ATL, CleanBlok, CleanSpark DW, LLC, CleanSpark GLP, LLC, CSRE Properties Norcross, LLC, CSRE Property Management Company, LLC, CSRE Properties, LLC, CSRE Properties Washington, LLC, CSRE Properties Sandersville, LLC, CSRE Properties Dalton, LLC, Dalton15, LLC, CleanSpark MS, LLC, CSRE Properties Mississippi, LLC, CSRE Properties Vicksburg, LLC, CSRE Properties Wyoming, LLC, CleanSpark TN, LLC, Tron Merger Sub, Inc., MS Data, LLC, and CleanSpark HQ, LLC. subsidiaries. All intercompany transactions have been eliminated upon consolidation of these entities. The Company has a sole reporting segment which is the bitcoin mining segment.

Source: Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001193125-25-297510 vs Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000950170-24-132565

Every change, by type

Sentences and paragraphs of CLSK's Risk Factors and MD&A, 10-K 2025-11-25 against 10-K 2024-12-03. Each links to the text at sec.gov.

All 217 Added 81Removed 14Reworded 121Quiet changes 1

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
•our increasing focus on diversification into constructing and operating data centers for AI and HPC companies, as well as bitcoin mining, and the potential regulatory issues with entering into this new business;

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedRisk Factors
•our bitcoin treasury function exposes us to speculative trading activities, dependence on financial intermediaries, lack of exchange protections in over-the-counter transactions and heightened counterparty and insolvency risks when using both U.S. and non-U.S. counterparties.

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedRisk Factors
•the U.S. political and economic environment could materially impact our operations, including uncertainty surrounding potential regulatory and policy changes by the current presidential administration, such as the establishment of a strategic bitcoin reserve, laws and regulations pertaining to the digital asset markets, changes to mining difficulty or network rules, and new tariffs or trade restrictions on imported mining equipment;

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedRisk Factors
•the capped call transactions entered into in connection with the 2030 Notes (as defined below) may affect the value of the 2030 Notes and the market price of our common stock;

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedRisk Factors
•we are subject to counterparty risk with respect to the capped call transactions, as the option counterparties are financial institutions whose default or insolvency could materially harm us;

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedRisk Factors
•the issuance, conversion, or exercise of convertible notes and other convertible securities, options, and warrants will dilute our stockholders’ ownership; and

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedRisk Factors
•the accounting treatment for convertible debt securities such as the Notes, including recognition of higher non-cash interest expense, inclusion of shares in diluted earnings per share, and potential reclassification of the Notes as a current liability, may materially impact our reported results of operations and financial condition.

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedRisk Factors
As we enter the HPC and AI services market, we face significant competition, which may adversely affect the occupancy and rental rates of our data centers. We now compete with numerous data center providers globally. Some of our competitors and potential competitors have significant advantages over us, including more ready access to capital which allows them to respond more quickly to new or changing opportunities. Our growth depends in part on external sources of capital which are outside of our control.

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedRisk Factors
We have an evolving business model and strategy, which includes an increasing focus on diversifying into constructing and operating data centers for AI and HPC companies, in addition to our bitcoin activities.

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedRisk Factors
To remain current in a digital assets industry that is rapidly evolving, we expect the services and products associated with such activities to continue to evolve and accordingly, our business model may also need to evolve.

Read it in 10-K 2025-11-25 at sec.gov ↗

RemovedRisk Factors
Currently, we do not use a formula or specific methodology to determine whether or when we will sell bitcoin that we hold, or the number of bitcoins we will sell. Rather, decisions to hold or sell bitcoins are currently determined by management by analyzing forecasts and monitoring the market in real time. Such decisions, however well-informed, may result in untimely sales and even losses, adversely affecting an investment in us. At this time, we do not anticipate engaging in any hedging activities related to our holding of bitcoin; this would expose us to substantial decreases in the price of bitcoin.

Read it in 10-K 2024-12-03 at sec.gov ↗

RemovedRisk Factors
In April 2022, we entered into a Master Equipment Financing Agreement with Trinity Capital Inc., as the lender (the “Financing Agreement”). The Financing Agreement provided for up to $35,000 of borrowings to finance our acquisition of blockchain computing equipment. We received a loan of $20,000 at close, with the remaining $15,000 not requested for funding and cancelled. As of September 30, 2024, $5,171 in principal was outstanding and due to Trinity Capital Inc.

Read it in 10-K 2024-12-03 at sec.gov ↗

RemovedRisk Factors
The borrowings under the Financing Agreement are collateralized by 3,336 S19j Pro miners, which are located at our College Park, GA and Norcross, GA sites. The value of the miners collateralizing the borrowings under the Financing Agreement may be negatively impacted by adverse events affecting the digital asset markets and/or volatility in the price of bitcoin. Should we fail to satisfy our obligations with respect to our indebtedness, and should Trinity Capital Inc. foreclose on the miners collateralizing our indebtedness, we could potentially lose up to 0.33 EH/s of computing power, or 1% of our current computing power. In addition, to the extent the value of the miners securing our borrowings under the Financing Agreement decreases and falls the below the aggregate amount of our obligations under the Financing Agreement, the lender thereunder would be our unsecured creditor in respect of the difference in the value of the collateral and our obligations.

Read it in 10-K 2024-12-03 at sec.gov ↗

RemovedRisk Factors
Our management has identified material weaknesses in its internal control over financial reporting and may identify additional material weaknesses in the future. If we fail to remediate the material weaknesses or if we otherwise fail to establish and maintain effective control over financial reporting, our ability to accurately and timely report our financial results may be affected, and such failure may adversely affect investor confidence and business operations.

Read it in 10-K 2024-12-03 at sec.gov ↗

RemovedRisk Factors
In the course of preparing our fiscal year 2024 financial statements, we and our independent registered public accounting firm have identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Read it in 10-K 2024-12-03 at sec.gov ↗

RemovedRisk Factors
To address our material weaknesses, we need to make changes to our program and controls as set forth in Part II, Item 9A “Controls and Procedures.” We will not be able to remediate these material weaknesses unless and until these steps have been completed and have been operating effectively for a sufficient period of time. We cannot assure you that the measures we plan to take will in fact be sufficient to remediate the control deficiencies that led to the material weaknesses in our internal control over financial reporting or that such measures will prevent or avoid potential future material weaknesses, and our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, additional weaknesses in our internal control over financial reporting may be discovered in the future.

Read it in 10-K 2024-12-03 at sec.gov ↗

RemovedRisk Factors
If we are unable to remediate our material weaknesses and otherwise implement and maintain effective internal control over financial reporting, our ability to record, process and report financial information accurately, and to prepare financial statements and satisfy our public reporting obligations within required time periods, could be adversely affected. We could also be required to restate financial statements for prior periods. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to private litigation or to investigations or enforcement actions by the SEC or other regulatory authorities, all of which could require our expenditure of additional financial and management resources and could have a material adverse effect on our business, financial condition and results of operations. Those adverse consequences could be more severe if we are forced to effect any financial statement restatements.

Read it in 10-K 2024-12-03 at sec.gov ↗

RewordedRisk Factors
Such continued uncertainty with regard to changes in regulatory or financial accounting matters, standards or interpretations by the SEC, particularly as they relate to the Company, Company and the financial accounting of our bitcoin-related operations operations, could result in changes in our accounting treatment and the SEC comments we have received in respect of such matters, necessity to restate our financial statements, and could negatively impact our business, prospects, financial condition and results of operations and our ability to raise capital.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedRisk Factors
Because there There has been limited precedent set for the financial accounting of cryptocurrencies and related revenue recognition recognition, and no official guidance has yet been provided by the Financial Accounting Standards Board (“FASB”) or the SEC as to bitcoin miners, it is unclear how bitcoin miners may in the future be required to account for cryptocurrency transactions and assets and related revenue recognition. evolving.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedRisk Factors
We have previously raised capital to finance our strategic growth of our business through public offerings of our common stock, including through our former at-the-market offering program, programs and issuance of our 2030 Notes and 2032 Notes (as defined below and together with the 2030 Notes, the “Notes”), and we expect to need to raise additional capital through similar public offerings to finance the completion of current our expansion initiatives and future any expansion initiatives. initiatives we may undertake in the future.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedRisk Factors
Matthew Schultz, our President and Chief Financial Officer, Gary Vecchiarelli, our Chief Development Officer and Executive Vice President, Scott Garrison and our Chief Operating Officer, Scott Garrison, our Officer and Chief Technology Officer, Taylor Monnig, and our Chief Accounting Officer, Brian Carson — Monnig,— who are responsible for our management functions and are responsible for strategic development, financing and other critical functions.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedRisk Factors
While we exchange our bitcoin directly for U.S. dollars on Coinbase and do not presently use, or expect to use, our bitcoin for any other transactions other than limited payroll-related payments, it It is possible that, through computer or human error, or through theft or criminal action, our bitcoin could be transferred from us in incorrect amounts or to unauthorized third parties.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedRisk Factors
As a result of such dispositions, bitcoin mining is now remains the sole primary driver of our business and revenues and is expected to continue to be the as our key source of substantially all of our revenues for revenue through at least the foreseeable future, next fiscal year, which has the effect of increasing increases our exposure to the risks described in this Annual Report on Form 10-K.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedRisk Factors
For example, the closing sales price of our common stock on September 30, 2023 was $3.81 and the closing price of bitcoin was $26,961 and, $26,961, as of September 30, 2024, the closing sales price of our common stock was $9.34, and the closing price (per Coinbase) of bitcoin was $63,301. $63,301, and as of September 30, 2025, the closing sales price of our common stock was $14.50, and the closing price (per Coinbase) of bitcoin was about $114,100.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedRisk Factors
Specifically, Section 78.138 of the Nevada Revised Statutes provides that that, unless the articles of incorporation provide greater individual liability, a director or officer is not individually liable to the company or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless the presumption of the business judgment rules (which is codified in Section 78.138 of the Nevada Revised Statutes) is rebutted and it is proven that (1) the director's or officer's act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and (2) his or her breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedRisk Factors
Our primary focus on our The price of bitcoin mining operations and our associated expansion efforts is largely based on our assumptions regarding the future value of bitcoin, which has been subject to significant historical volatility and may be subject to influence from malicious actors, real or perceived scarcity, political, economic, and regulatory conditions, and speculation speculation, making its price more volatile.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedRisk Factors
As a result, If any of our mining equipment is detained and/or seized again in the future, we may not be able to obtain adequate replacement parts for our existing miners and other equipment or obtain additional miners and other equipment from manufacturers on a timely basis. basis, or at all.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedRisk Factors
Geopolitical matters, including the relationship of the U.S. with China, other countries, trade restrictions and tariffs, or the threat of trade restrictions or tariffs, may impact our ability to import ASIC miners. miners or other equipment necessary for our operations.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedRisk Factors
We have not received $50,000 in financing under the TP Master Loan during the year ended September 30, 2024, and, as of September 30, 2024, $50,000 in principal was outstanding and due to the Lender. 2025.

Read it in 10-K 2025-11-25 at sec.gov ↗

Quiet changesRisk Factors
In connection with the execution of our historical strategy to focus entirely primarily on bitcoin mining, we have completed several divestitures, including the divestiture of a part of our former energy business.

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedMD&A
We obtain bitcoin from our mining operations by contributing all of our computing power to a single mining pool operator, which is currently our sole customer under a contract terminable at any time by either party. In exchange, we earn variable consideration in the form of bitcoin rewards, determined daily using a predetermined formula based on our contributed computing power. The consideration is included in revenue once it is no longer constrained, when we can reasonably estimate the rewards and determine a significant reversal is unlikely, and our sole performance obligation of providing computing power is satisfied. Revenue is not disaggregated into block rewards and transaction fees. From time to time, we sell bitcoin to support operations and strategic growth, and we may also use bitcoin as collateral for lending arrangements. In April 2025, we launched an institutional-grade in-house trading function as we shift to a balanced approach between monetizing new production and building long-term holdings, and we plan to continue to integrate these strategies into our regular treasury management activities. As part of this strategy, we began entering into bitcoin-linked derivative contracts to economically hedge the volatility of bitcoin prices and to generate liquidity in support of core operating activities. These contracts serve as a strategic alternative to selling bitcoin directly and are intended to monetize our bitcoin holdings while managing exposure to adverse price movements. The types of derivatives utilized for this purpose may include bitcoin futures, options, and other structured instruments. These contracts are typically short-term in nature and may be cash-settled or settled in-kind. Treasury management activities may serve cash management, strategic growth, or bitcoin balance hedging, incremental other income or other general corporate purposes. Currently, we do not employ a fixed formula for when or how much bitcoin to sell, and decisions are made by management based on working capital needs, real-time market conditions, risk management objectives, and broader strategic considerations.

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedMD&A
Leveraging our power optimization, land acquisition, engineering, operations and construction expertise, we have been actively pursuing opportunities to develop portions of our sites and power pipeline for AI, HPC and other advanced data-center hosting and leasing applications. The expansion of AI technologies and the increasing electricity requirements of AI and HPC workloads have positioned our infrastructure as a competitive platform for hyperscalers, cloud service providers and AI and HPC companies seeking reliable and energy-efficient capacity. As of the date of filing of this Annual Report on Form 10-K, we have not had material revenue from our AI and HPC services business, and operating results from this business are not reflected in historical results of operations, including our results of operations for the fiscal year ended September 30, 2025.

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedMD&A
We are evaluating existing properties for potential conversion or dual-use development to support AI and HPC tenants and are advancing design and permitting activities for greenfield data-center sites. On October 27, 2025, we acquired property in Austin County, Texas and executed long-term power supply agreements totaling 285 megawatts to support the development of a next-generation data-center campus. This transaction marked the Company’s entry into the Texas market and expanded our power portfolio for future AI and HPC development.

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedMD&A
Interest expense in the year ended September 30, 2025 increase by $8,880 to $11,335 from $2,455 in the prior year comparable period due to the amortization of deferred insurance costs from the Convertible Notes, the promissory note, and equipment line of credit, which the Company did not have as of September 30, 2024. This increase was primarily related to our extended line of credit and additional draws from the Coinbase Line of Credit executed throughout the year (see Note 13 - Indebtedness for more details).

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedMD&A
* 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.

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedMD&A
During August 2025, the Company entered into a severance agreement with its Chief Executive Officer. The stock-based compensation in connection with this severance agreement represents $20,003 and represents a substantial portion of the total Share-based compensation expense reflected in the table above. Additionally, approximately $4,313 of the total Severance and other expenses relates to the same agreement and is included within Payroll expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). This severance related charge is considered a significant, non-recurring item associated with a unique event.

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedMD&A
As of September 30, 2025, we had total current assets of $1,320,041, consisting of cash and cash equivalents, prepaid expenses and other current assets, bitcoin and total assets in the amount of $3,183,631. Our total current liabilities and total liabilities as of September 30, 2025 were $315,765 and $1,008,504, respectively. We had a working capital of $1,004,276 as of September 30, 2025. With the recent launch of our bitcoin treasury function in April 2025, we have begun to use a portion of the bitcoin we mine to fund operations and to fund capital expenditures. In addition, as of September 30, 2025, we had $636,036 zero-coupon convertible notes outstanding, a $174,500 outstanding balance in a line of credit drawn with Coinbase, and an undrawn line of credit with Two Prime as discussed in Note 13 - Indebtedness.

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedMD&A
In November 2025, we issued $1,150,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2032 in a private offering. A portion of the proceeds was used to repurchase shares of our common stock, with the remainder intended for expansion of our power and land portfolio, data-center infrastructure development, repayment of bitcoin-backed credit balances, and general corporate purposes.

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedMD&A
Based on our current plans and business conditions, we believe that existing cash and cash equivalents and bitcoin, together with cash generated from operations and our future investing and financing activities, will be sufficient to satisfy our anticipated cash requirements for the next 12 months and for the reasonably foreseeable future until we reach consistent profitability. Our expansion into HPC, data center and AI infrastructure development is expected to increase capital intensity and shift the timing of cash inflows relative to capital outlays.

Read it in 10-K 2025-11-25 at sec.gov ↗

AddedMD&A
Developing and constructing data center campuses requires substantial up-front capital expenditures for land, substations, interconnection and specialized cooling systems, which may temporarily reduce liquidity. Although we expect to fund a portion of these expenditures through the strategic use of bitcoin holdings and related Digital Asset Management activities, we may also supplement these sources with external financing depending on market conditions and project timing.

Read it in 10-K 2025-11-25 at sec.gov ↗

RemovedMD&A
Bitcoin was introduced in 2008 with the goal of serving as a digital means of exchanging and storing value. Bitcoin is a form of digital currency that depends upon a consensus-based network and a public ledger called a “blockchain,” which contains a record of every bitcoin transaction ever processed. The bitcoin network is the first decentralized peer-to-peer payment network, powered by users participating in the consensus protocol, with no central authority or middlemen, that has wide network participation. The authenticity of each bitcoin transaction is protected through digital signatures that correspond with addresses of users that send and receive bitcoin. Users have full control over remitting bitcoin from their own sending addresses. All transactions on the bitcoin blockchain are transparent, allowing those running the appropriate software to confirm the validity of each transaction. To be recorded on the blockchain, each bitcoin transaction is validated through a proof-of-work consensus method, which entails solving cryptographic functions to validate transactions and post them on the blockchain. This process is called mining. Miners are rewarded with bitcoins, both in the form of newly created bitcoins and fees in bitcoin, for successfully solving for the cryptographic function and providing computing power to the network.

Read it in 10-K 2024-12-03 at sec.gov ↗

RemovedMD&A
We obtain bitcoin as a result of our mining operations, and we sell bitcoin from time to time to support our operations and strategic growth. We also will utilize our bitcoin as collateral for lending arrangements. We do not currently plan to engage in regular trading of bitcoin (other than as necessary to convert our bitcoin into U.S. dollars) or to engage in hedging activities related to our holding of bitcoin; however, our decisions to hold or sell bitcoin at any given time may be impacted by the bitcoin market, which has been historically characterized by significant volatility. Currently, we do not use a formula or specific methodology to determine whether or when we will sell bitcoin that we hold, or the number of bitcoins we will sell. Rather, decisions to hold or sell bitcoins are currently determined by management by analyzing the need for working capital, forecasts and monitoring the market in real time.

Read it in 10-K 2024-12-03 at sec.gov ↗

RemovedMD&A
Realized gain on sale of bitcoin decreased to $1,357 for the year ended September 30, 2023 from a realized gain of $2,567 for the year ended September 30, 2022. Realized gain on sale of bitcoin is the difference between the sales proceeds of bitcoin and the carrying amount. Typically, gains are higher when bitcoin prices are increasing over a holding period.

Read it in 10-K 2024-12-03 at sec.gov ↗

RemovedMD&A
Interest expense in the fiscal year ended September 30, 2023 increased by $1,899 to $2,977 from $1,078 in the prior year comparable period. This increase was primarily related to the Financing Agreement, which was entered into in April 2022 and was outstanding for approximately five months in the fiscal year ended September 30, 2022 as compared to being outstanding during the entire fiscal year ended September 30, 2023.

Read it in 10-K 2024-12-03 at sec.gov ↗

RemovedMD&A
We previously excluded non-cash impairment losses related to bitcoin and realized gains and losses on sales of bitcoin from our calculation of adjusted EBITDA but have determined such items are part of our normal ongoing operations and will no longer be excluding them from our calculation of adjusted EBITDA.

Read it in 10-K 2024-12-03 at sec.gov ↗

RemovedMD&A
As of September 30, 2024, we had total current assets of $705,430, primarily consisting of cash and cash equivalents, bitcoin, receivable from bitcoin collateral, the note receivable from GRIID, and prepaid expenses and other current assets, and total assets in the amount of $1,962,662. Our total current liabilities and total liabilities as of September 30, 2024 were $187,887 and $201,821, respectively. We had a working capital of $517,543 as of September 30, 2024. The Company had issued all of the ATM’s remaining capacity through the date of these consolidated financial statements. Consistent with past activity, management maintains various sources of funding available for the Company’s future needs.

Read it in 10-K 2024-12-03 at sec.gov ↗

RemovedMD&A
As a result of our correction of errors in the prior year financial statements, the Compensation Committee of our Board of Directors, consisting entirely of independent directors, conducted a recovery analysis of incentive-based compensation received by our executive officers during the relevant period, as contemplated by Rule 10D-1 under the Exchange Act and in accordance with our Executive Officer Incentive Compensation Recoupment (Clawback) Policy. Based on this analysis, no recovery of incentive-based compensation is required, as the financial statement adjustments did not impact the metrics used to determine incentive compensation during the relevant recovery period, and thus there was no erroneously awarded compensation.

Read it in 10-K 2024-12-03 at sec.gov ↗

RewordedMD&A
For the Year Ended year ended Cost of Revenues - Analysis of costs to mine one bitcoin (per bitcoin amounts are actual) September 30, September 30, September 30, 2025 2024 2023 2022 Cost of mining Mining - Owned facilities Facilities Cost of energy per bitcoin mined $ 21,308 42,890 $21,308 $12,668 $ 6,818 Other direct costs of mining - non energy utilities per bitcoin mined 66 93 75 277 Cost to mine one bitcoin - Direct direct energy cost - Owned facilities $ 21,401 42,956 $21,401 $12,743 $ 7,095 Miner depreciation per bitcoin mined (excluding accelerated depreciation and impairment) 39,727 17,156 8,208 11,630 Financing costs per bitcoin mined 44 209 411 508 Direct cost to mine including direct energy costs, non-cash depreciation and financing costs - Owned facilities $ 38,766 82,727 $38,766 $21,362 $ 19,233 Accelerated depreciation per bitcoin mined — 1,170 4,764 - Direct cost to mine including direct energy costs, non-cash depreciation, financing costs and accelerated depreciation - Owned facilities $ 39,936 82,727 $39,936 $26,126 $ 19,233 Average revenue of each bitcoin mined (1) $ 53,708 97,687 $53,708 $24,601 $ 34,764 Direct cost to mine one bitcoin as % of average bitcoin mining revenue - Including direct energy cost only 44.0% 39.8% 51.8% 20.4% Direct cost to mine one bitcoin as % of average bitcoin mining revenue - Including direct energy costs, miner depreciation expense and financing costs 84.7% 72.2% 86.8% 55.3% Direct cost to mine one bitcoin as % of average bitcoin mining revenue - Including direct energy costs, miner depreciation expense, financing costs and expense / including miner accelerated depreciation expense 84.7% 74.4% 106.2% 55.3% Statistics Owned Facilities Total bitcoin mined at owned facilities (2) 7,726 6,204 5,196 1,956 Bitcoin mining revenue - Owned owned facilities - ($ in thousands) $ 333,187 754,691 $333,187 $127,827 $ 67,999 Total miners in service in owned facilities - as of the period ended 241,934 160,200 71,620 30,506 Total KWHs kWh utilized 5,859,543,539 2,871,574,570 1,360,287,814 321,919,602 Total energy expense - ($ in thousands) $ 132,192 331,348 $132,192 $65,824 $ 13,334 Cost per KWH kWh $ 0.046 0.057 $0.046 $0.048 $ 0.041 Energy expense 43.9% 39.7% 51.5% as a percentage of bitcoin mining revenue, net 39.7% 51.5% 19.6% Other direct costs of mining - non energy utilities $ 511 $579 $391 ($ in thousands) Depreciation expense - miners only - ($ in thousands) $ 579 $391 306,914 $106,434 $42,651 Accelerated depreciation expense - miners only $ 542 Depreciation Expense - Miners Only - — $7,261 $24,754 ($ in thousands) $ 106,434 $42,651 $ 22,749 Accelerated Depreciation Expense - Miners Only - ($ in thousands) $ 7,261 $24,754 $ — Direct miner financing costs - ($ in thousands) $ 1,295 337 $1,295 $2,138 $ 995

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedMD&A
For the Year Ended year ended Cost of revenues Revenues - Analysis of costs to mine one bitcoin (per bitcoin amounts are actual) September 30, September 30, September 30, 2025 2024 2023 2022 Cost of mining Mining - Hosted facilities Facilities Direct hosting fees expense per one bitcoin $ 76,269 $ 36,564 $ 15,797 $ 14,885 Miner depreciation per one bitcoin mined 4 22,374 14,872 8,958 Direct cost to mine including non-cash depreciation expense - Hosted facilities $ 76,273 $ 58,938 $ 30,669 $ 23,843 Accelerated depreciation per one bitcoin - mined — — 4,668 - Direct cost to mine including non-cash depreciation and accelerated depreciation expense- - Hosted facilities $ 76,273 $ 58,938 $ 35,337 $ 23,843 Average revenue of each bitcoin mined (1) $ 78,856 $ 51,120 $ 23,611 $ 35,079 Direct cost to mine one bitcoin as % of average bitcoin mining revenue - Direct Hosting hosting fees only 96.7% 71.5% 66.9% 42.4% Direct cost to mine one bitcoin as % of average bitcoin mining revenue - including Including miner depreciation expense / excluding accelerated depreciation 96.7% 115.3% 129.9% 68.0% Direct cost to mine one bitcoin as % of average bitcoin mining revenue - including Including depreciation expense / including accelerated depreciation 96.7% 115.3% 149.7% 68.0% Statistics Hosted Facilities Total bitcoin mined at Hosted hosted facilities (2) 147 896 1,707 1,796 Bitcoin mining revenue - Hosted facilities - ($ in thousands) $ 11,623 $ 45,781 $ 40,294 $ 63,001 Total miners in service in Hosted hosted facilities - as of the period ended — 28,320 16,325 16,439 Total KWHs kWh utilized 144,786,545 488,173,523 420,585,554 273,560,450 Total Hosting hosting fee expense - ($ in thousands) $ 11,242 $ 32,745 $ 26,965 $ 26,736 Hosting fee per KWH kWh $ 0.078 $ 0.067 $ 0.064 $ 0.098 Hosting fee expense 96.7% 71.5% 66.9% as a percentage of bitcoin mining revenue, net 71.5% 66.9% 42.4% Depreciation expense - miners only - ($ in thousands) $ 1 $ 20,038 $ 25,382 $ 16,089 Accelerated depreciation expense - miners only - ($ in thousands) $ — $ — $ 7,967 $ — ($ in thousands)

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedMD&A
Net cash used in operating activities was $18,573 $233,154 for the year ended September 30, 2023 2024 primarily due to net loss of $138,148, $145,777, adjusted by adding non-cash adjustment to reconcile net loss to net cash of impairment of goodwill, fixed assets and other of $197,757, depreciation and amortization of $120,728, $154,609, stock based compensation of $24,142, impairment of bitcoin of $7,163 $29,555 and loss on disposal of assets of $1,931 $5,466 and subtracting non-cash bitcoin mining revenues of $168,121. $378,968, gain on fair value of bitcoin, net of $113,423 and gain on fair value of receivable for bitcoin collateral of $1,384.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedMD&A
Other professional fees, namely accounting, audit and consulting, were $8,633 for the year ended September 30, 2025 as compared to $8,099 for the year ended September 30, 2024 as compared to $3,193 for the year ended September 30, 2023, 2024, representing an increase of $4,906. $534, which is relatively consistent as we’ve had no significant changes in auditor or consulting activities.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedMD&A
As a result, net cash used in operating activities was $233,154 $461,032 for the year ended September 30, 2024 2025 primarily due to net loss income of $145,777, $364,464, adjusted by adding non-cash adjustment activity to reconcile net loss to net cash of impairment of goodwill, fixed assets and other of $197,757, including depreciation and amortization of $154,609, $348,335 and stock based compensation of $29,555 and loss on disposal of assets of $5,466 $45,335 and subtracting non-cash bitcoin mining revenues of $378,968, $766,314, gain on fair value of bitcoin, net of $113,423 $425,646 and gain on fair value of receivable for bitcoin collateral of $1,384. $92,190.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedMD&A
As of September 30, Combined facilities 2025 2024 2023 2022 Global hashrate (in terms of EH/s) (1) 1,060.0 627.0 391.8 244.8 Miner efficiency (w/th) (W/TH) (2) 16.7 21.9 28.4 30.1 CleanSpark average hashrate (in terms of EH/s) (3) 45.6 27.6 9.6 4.2 CleanSpark percentage of total global hashrate 4.30% 4.40% 2.45% 1.72% (1) Total global hashrate obtained as of September 30, 2025, 2024 and 2023 were from mempool (https://mempool.space/graphs/mining/hashrate-difficulty ). Hashrate index (https://data.hashrateindex.com/network-data/network) using SMA 7 days and YCHARTS (https://ycharts.com/indicators/bitcoin_network_hash_rate), respectively.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedMD&A
We expect to continue increasing our computing power through the end of 2024 2025 and beyond as we expand our infrastructure at our owned sites in Tennessee and across our portfolio of data centers in Georgia, Mississippi, and Wyoming, Tennessee, while also pursuing regional expansion opportunities and Mississippi, seek evaluating strategic acquisition targets, and through strategic co-location agreements. targets.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedMD&A
This increase was primarily attributable to increases in corporate overhead, including, but not limited to, property taxes and licenses, insurance premiums, travel premiums (primarily due to the substantial increase in owned assets), rent (for additional offices and warehouses), maintenance, and marketing expenses in connection with our growth and rent expenses. expansion for the current period.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedMD&A
The fluctuation was primarily related to the interest Interest income earned in the year ended September 30, 2024 of 2025 decreased by $4,430 to $4,125 from $8,555 as compared to $481 in the prior year ended September 30, 2023 2024 due to a higher lower balance of cash retained in short term interest bearing short-term interest-bearing accounts and the interest earned on the note receivable from GRIID (See Note 7 8 - Note Receivable from GRIID).

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedMD&A
These costs were primarily related to energy costs to operate miners within our owned facilities, which was were $331,348 for the year ended September 30, 2025, an increase of $199,156 as compared to $132,192 for the year ended September 30, 2024, an increase of $69,763 as compared to $65,824 for the year ended September 30, 2023. 2024.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedMD&A
Professional fees, which consists consist primarily of legal, accounting and consulting fees, were $13,785 for the year ended September 30, 2025, an increase of $21, from $13,806 for the year ended September 30, 2024, an increase of $2,937, or 27%, from $10,869 for the year ended September 30, 2023. 2024.

Read it in 10-K 2025-11-25 at sec.gov ↗

RewordedMD&A
Depreciation expense increased by $33,854, $191,666, or 29%, 126%, during the year ended September 30, 2024, 2025, to $344,135 from $152,469 from $118,615 for the year ended September 30, 2023, 2024, mainly due to an increase in miners and mining-related equipment being placed in service during the comparative period and due to accelerated depreciation expense on miners beginning in the second half of fiscal year 2024. period.

Read it in 10-K 2025-11-25 at sec.gov ↗

Work on CLSK in a spreadsheet: Excel workbook (a sheet per section, ten years by column, charts, links to the filings) · CSV. For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/CLSK/export.csv") into a cell.