CLSK
CLSK · CleanSpark, Inc. · Catalyst Calendar · as of October 7, 2026
Banded 0–3 / 3–6 / 6–12 months, earliest first. Numbering is gapless and runs straight through the bands, so a boundary never resets the count. An ID marks position in the current ordering and changes between revisions, so catalysts are named by title.
The maturity has passed and this card does not resolve. Nothing filed on EDGAR since, and nothing in the issuer’s newsroom, says whether the facility was renewed, enlarged, repriced or allowed to lapse. An elapsed date is not an outcome, so the card is restated rather than moved to the resolved sequence, and the Form 10-K for fiscal 2026 is what settles it. The $100M bitcoin-collateralised revolver entered into with Two Prime Lending Limited on September 19, 2025 matured on September 14, 2026. It was undrawn at March 31, 2026 with no bitcoin posted against it. Its terms are one-month SOFR plus 3.55%, an initial maximum loan-to-value of roughly 62.5%, a margin call above 74% and a liquidation trigger above 80%.
The interest is not the balance but the renewal. Whether a bitcoin-collateralised lender extends at these coin prices, and on what loan-to-value, is a read on the sector’s credit conditions. What it is no longer a read ahead of is the Sandersville financing, which closed on September 25 at a subsidiary and without touching this collateral, so the question this card was carrying has narrowed to the revolver itself.
Renewed or enlarged on similar or better terms, confirming bitcoin-backed liquidity remains available.
Allowed to lapse or renewed at a tighter loan-to-value, cutting undrawn capacity from $400M to $300M.
Source: Form 10-Q for the quarter ended March 31, 2026, filed May 11, 2026. Filed
The year end has passed and this card does not resolve. Nothing is announced on the day, which this card already said, and the assessment it exists for is disclosed in the Form 10-K roughly two months later. So the date elapsed and the outcome did not.
The fiscal year closed on September 30, 2026. Two things are struck on that date: the bitcoin treasury is marked to the closing price for the annual accounts, and the miner fleet is assessed for impairment and useful life. The company has form here, having recorded $189.2M and a further $7.8M of miner impairment in fiscal 2024 and shortened miner lives from five years to three effective May 1, 2024.
With the all-in cost of a mined bitcoin at $103,440 against $75,827 of revenue per coin in the March quarter, the conditions that produced the last impairment are present again. Nothing is announced on the day itself; the date matters because it fixes what the annual report two months later must show.
Bitcoin recovers into the year end, lifting the treasury mark and the equity base. It is no longer the base a construction financing has to be raised against, that financing having closed on September 25 without an equity issue.
A further coin decline plus a fleet impairment compounds in one reporting period, with equity already down from $2,175.1M to $986.2M over the prior six months.
Source: Form 10-K for fiscal 2025, filed November 25, 2025; Form 10-Q filed May 11, 2026. Filed
The fiscal 2025 annual report was filed on November 25, 2025 and the fiscal 2024 report drew a late-filing notification on December 2, 2024, so the cadence is late November with a demonstrated history of slipping. As a large accelerated filer the company has sixty days from the 30 September year end, which puts the statutory deadline at November 29, 2026.
This is the document that will first put the lease inside audited disclosure: the accounting treatment, the committed construction spend, the milestone obligations as the company describes them under a risk factor rather than a press release, and the auditor's view on a business whose revenue line and whose valuation case have separated.
Lease terms and milestone schedule disclosed in full, financing in place, and no going concern or internal control qualification.
A late-filing notification as in fiscal 2024, a fleet impairment, or a first disclosure that milestone dates are at risk.
The date is inferred from the last two filing dates and the statutory sixty-day deadline, not from a company announcement.
Source: Filing history under Central Index Key 0000827876; Form 10-K filed November 25, 2025; Form NT 10-K filed December 2, 2024. Filed
The quarter ends December 31, 2026 and the last two comparable reports were filed on February 5, 2025 and February 5, 2026. By then the construction financing will either exist or it will be a year old as a question, and the first capital expenditure against the 175 MW should be visible in the cash flow statement.
Construction spend running to plan with financing drawn, and a second lease or a Texas conversion alongside it.
No financing, no construction spend, and a fourth consecutive loss with the delivery date still fixed at the fourth quarter of 2027.
Source: Filing history under Central Index Key 0000827876. Filed
The last two meetings were held on March 3, 2026 and March 3, 2025, with proxy statements filed on 22 January in each year. The 2026 meeting elected five directors and ratified BDO USA as auditor, and nothing else was put to a vote.
Two things make the next one worth watching. Withheld votes at the 2026 meeting ran to 31.6M against Larry McNeill and 32.2M against Dr Thomas Wood, on 159.7M cast for the Chief Executive, and the Series A preferred cast 78,750,000 of the 334,500,361 votes on the register. The March 2026 payment of $30.0M to the preferred holders will be the first related-party transaction the meeting has met since it happened.
Board additions with data center or project finance experience, or a governance change to the preferred voting arrangement.
Withheld votes rise sharply against the directors who hold the preferred, without any change following, confirming that the vote cannot reach the arrangement.
Source: Form 8-K of March 5, 2026 reporting the meeting results; proxy statements filed January 22, 2025 and January 22, 2026. Filed
The quarter ends March 31, 2027. The comparable reports were filed on May 8, 2025 and May 11, 2026. This is the last full quarter reported before the fourth quarter of 2027, when the first Sandersville deliveries are expected, so it is the last routine opportunity to confirm or move that date before it arrives.
Delivery date reaffirmed with the build on schedule, and rent commencement quantified for the first time.
Delivery slips out of 2027, which is the condition the lease attaches rent abatement and termination rights to.
Source: Filing history under Central Index Key 0000827876. Filed
Structural items that shape the backdrop but do not trade in the window.
The company expects deliveries of 175 MW of critical IT load to begin in the fourth quarter of 2027. That is the point at which the $6.6bn becomes a receivable rather than a commitment, and the point at which the company’s stated average annual contribution of roughly $330M begins.
The tenant is Meta, and the company named it itself on September 17, 2026. The presentation furnished with that day’s Form 8-K names the tenant as Anviran, LLC, a wholly owned subsidiary of Meta, and names Meta as guarantor of rent and operating expenses. Until then this pair carried the counterparty only as the company’s own phrase, a high investment grade global technology company. The lease itself is still not on file, so the escalator, the milestones and the termination rights remain described rather than readable.
The same presentation dates the rent more precisely than this card's timing field does. Its footnote says rent revenue begins November 30, 2027, after the first network hall is completed, against the Q4 2027 targeted rent commencement in its own headline. The timing field here follows the headline rather than the footnote, because the footnote is an input to an illustrative model and the headline is the disclosure; the November date is recorded without re-dating the card on it.
Rent begins on schedule and the company reports its first non-mining revenue in its history at close to a 100% contribution margin, now with the construction funded and the counterparty named.
Delivery is late, exposing the company to the rent abatement and termination rights the lease attaches to the milestones.
Source: Form 8-K and press release, July 14, 2026. Filed
A final transmission plan covering the first batch of large load interconnections is expected in the autumn of 2027. For any Texas capacity inside that batch, this is the document that fixes what can actually be energised and when. That expectation now rests on a timetable under review: ERCOT suspended the batch classification notifications on August 3, 2026, filed for a good cause exception on August 10, and the Commission granted it on August 20 (R17), so the autumn 2027 date is inherited from a schedule the operator has already changed rather than one it has asked to change. The verification behind it reports on December 10, 2026 and goes to the Commission on December 17, and loads that do not pass or do not respond are disqualified from Batch Zero.
Transmission provided for the Texas sites on a timeline that lets the exclusivity convert into a dated lease.
Transmission constrained or deferred, leaving 885 MW of secured and planned capacity without a route to energisation.
Source: Utility Dive, June 22, 2026, reporting the Public Utility Commission of Texas and ERCOT. Press
The notes amortise semi-annually, on April 1 and October 1 of each year following the Final Commencement Date, in whatever amount is necessary to achieve the indenture’s Target Project Debt Service Coverage Ratio. The company’s illustrative model dates construction completion to March 2028 and sets that ratio at 1.275x.
This is the date the project starts carrying itself. Before it the structure is pre-funded: the model shows net accrued interest of zero in 2026 and 2027, because interest through construction comes out of reserves funded from the note proceeds. After it, Meta rent has to cover interest and amortisation at a tested ratio. On a March 2028 completion the first scheduled amortisation payment falls on April 1, 2028.
The date is the company’s modelling assumption rather than a covenant, which is why confidence is Low. The term it actually turns on, the Final Commencement Date, is defined in the indenture and not in the Form 8-K, and the indenture was not read in full for this revision.
Completion on time, the coverage ratio met, and the first amortisation paid out of contracted rent rather than out of reserve.
Completion slips, the Final Commencement Date moves with it, and the cost is absorbed by the completion guarantee at the standing conditions rather than by the noteholders.
Source: Form 8-K, September 25, 2026, item 1.01; Sandersville investor presentation furnished with the Form 8-K of September 17, 2026, footnote 4. Filed
Holders of the $650M 2030 notes have a one-time non-contingent right to require the company to repurchase all or any portion of them for cash at par on June 15, 2028. This is the only fixed cash date in a capital structure otherwise made entirely of zero-coupon paper, and it falls within months of the first expected lease revenue rather than after it.
The stock trades above the $14.80 conversion price by then and holders convert rather than put, extinguishing the cash claim.
Holders put in full and $650M of cash is due at the point of peak construction spend on the lease.
Source: Form 10-Q for the quarter ended March 31, 2026, filed May 11, 2026. Filed
The company may not redeem the $1,150M 2032 notes before February 20, 2029, and thereafter only if the stock has traded at least 130% of the $19.16 conversion price, meaning roughly $24.91, for twenty trading days in a thirty-day window. Until that date the notes cannot be called at all.
The share price condition is met, letting the company force conversion and remove $1,150M of principal from the balance sheet.
The condition is never met and the principal runs to 2032 as a hard maturity against an unbuilt second business.
Source: Form 8-K of November 13, 2025 and Form 10-Q filed May 11, 2026. Filed
Ongoing and undated, most material first. These take “Why undated” in place of timing confidence.
This is what remains of the financing condition it replaces. CleanSpark will provide a customary completion guarantee under which it funds CSDC Finance I, LLC as necessary to ensure the timely completion of the Sandersville facility, in the event that the proceeds of the notes and the available funds are insufficient to do so. The notes are non-recourse to CleanSpark for payment. They are obligations of the issuer and of CSRE Properties Sandersville, LLC, secured on those entities and on the issuer’s own equity. The completion guarantee is the one place the parent balance sheet stands behind this project, and it is therefore the whole of the residual exposure.
No cap is disclosed and none is assumed here. The Form 8-K calls the guarantee customary and states no maximum, no trigger test and no term beyond completion. Whether it is capped is not established by anything read for this revision: the indenture filed as Exhibit 4.1 runs to 1.65MB and was not read in full, and the guarantee itself was not filed as a separate exhibit.
What makes it live is the size of the build against the parent. The company’s own development cost is ~$11.9M per IT MW, or $2,082.5M against 175 MW, and shareholders’ equity was $761.3M at June 30, 2026. That is 2.7 times the equity, and a cost overrun does not fall on the noteholders.
Construction completes within the proceeds and the guarantee expires having cost nothing, which is what the company’s own illustrative model assumes.
Overruns or delay draw on a parent whose cash was $202.6M at June 30, 2026 and whose remaining liquidity is bitcoin-collateralised, at the same time as the lease milestones that carry rent abatement and termination rights.
Source: Form 8-K, September 25, 2026, item 1.01; press releases of September 17 and 18, 2026; Form 10-Q for the quarter ended June 30, 2026, filed August 6, 2026, for the cash and equity figures. Filed
Bitcoin is marked to the quoted price at every reporting date and the movement runs straight through earnings. From September 30, 2025 to March 31, 2026 the coin went from roughly $114,100 to roughly $68,200, producing a $470.9M fair value loss on holdings and a $142.5M loss on bitcoin posted as collateral, and taking shareholders' equity from $2,175.1M to $986.2M. It was near $64,700 on July 31, 2026, below the March mark.
With 13,703 bitcoin at August 31, 2026, each $10,000 on the coin is worth roughly $137M of book value before tax. Of those, 3,951 were posted as collateral or as receivable, so the coin that could be sold without unwinding a derivative position is 9,752. Both the encumbered count and its share fell in August, 4,070 to 3,951 and 29.22% to 28.83%, the first fall this pair has recorded; the unencumbered count still fell, 9,861 to 9,752, because 821 coins were sold against 593 produced. The same variable sets mining revenue per coin, so it moves both the income statement and the balance sheet in the same direction at once.
A recovery lifts the treasury and the reported result. It no longer lifts an equity base that construction financing has to be raised against, since that financing closed on September 25 secured on the facility and its rent rather than on the parent.
A further fall compounds a fair value loss with mining revenue per coin already below all-in cost, at a point of maximum capital need.
Source: Form 10-Q filed May 11, 2026; company operational update, September 8, 2026, for the August 31 counts; bitcoin price at July 31, 2026, no settled later mark having been established for this revision. Filed Market
The lease requires the company to satisfy specified financing, construction and delivery milestones and other covenants and conditions, and states that failure to satisfy applicable milestones may result in rent abatements or termination. The company has not disclosed what the milestones are or when they fall.
This is the condition that converts the financing question into a contractual one. A financing that arrives late is a cost of capital problem; a financing that arrives after a milestone is a lease problem.
The financing limb is met and the other two are not. The lease names financing, construction and delivery milestones. The first of those is discharged: $2,276.0M closed on September 25, 2026, ahead of any milestone this document can see. The construction and delivery limbs are untouched by it, and since the milestone dates are still undisclosed, whether the financing arrived before its own milestone is not established either and is recorded as unknown rather than as met.
The milestone schedule is disclosed and met, removing the largest unquantified term in the largest contract the company has signed.
A missed milestone triggers rent abatement, or termination removes the $6.6bn entirely and with it the exclusivity over 885 MW in Texas.
Source: Form 8-K, Item 8.01, July 14, 2026. Filed
The tenant executed a letter of intent and exclusivity arrangement covering 718 acres and up to 885 MW of secured and planned capacity across the Sealy and Brazoria campuses. The company calls Sandersville the first chapter of a substantially larger relationship. A letter of intent is not a lease, no exclusivity period has been stated, and the capacity is described as secured and planned rather than energised.
ERCOT has conditionally classified the whole of it. The operational update of September 8, 2026 reports notice of conditional classification for 585 MW to receive batch zero baseload designation and 300 MW to receive studied load designation, which is the full 885 MW. Conditional is the operative word, and this is the company’s account of a notice rather than a docket filing read here: the verification behind it still reports in December 2026, and loads that do not pass are disqualified from Batch Zero. It removes none of the exclusivity risk this card is about, which is whether a letter of intent becomes a lease.
Conversion at Sandersville-like economics across 885 MW would be several times the $6.6bn already contracted.
Exclusivity lapses without a lease, leaving 718 acres of land and power commitments carried at cost with no tenant.
Source: Form 8-K and press release, July 14, 2026; CleanSpark August 2026 Operational Update, September 8, 2026. Filed
Hasthantra v. CleanSpark, filed in the Southern District of New York on January 20, 2021, alleges material misstatements and omissions between December 10, 2020 and August 16, 2021 concerning the acquisition of ATL Data Centers and the anticipated expansion of mining. The court granted class certification on September 24, 2025. Expert discovery concluded in late 2025 and the company's motions to exclude the plaintiffs' two experts were fully briefed on March 3, 2026. They were decided on June 30, 2026, and this card carried them as pending for five weeks after the decision was on EDGAR.
The upside branch fired, and it fired on the limb that matters most. The court granted the company's motion to exclude in its entirety the report and opinions of the plaintiffs' sole expert on loss causation and damages. It declined to exclude the plaintiffs' construction expert, but determined that appropriate limitations should be placed on his trial testimony. A certified class without a loss-causation and damages expert has lost the witness through whom damages are proved, which is the mechanism by which the card's upside said settlement value falls.
The card is not resolved, and the reason is in the same sentence of the filing. "Related motion practice remains ongoing." The company continues to state that the claims are without merit and that it is unable to estimate potential losses. This condition stays standing with its direction unchanged: a certified class remains certified, and the exclusion of an expert is not a dismissal. What has changed is that the next observable step this card named has happened, and the file now says which way.
The expert motions are granted, which typically weakens damages and reduces settlement value. The company states it cannot estimate the exposure either way.
The motions are denied and a certified class proceeds toward trial or a settlement the company has not reserved for.
Source: Form 10-Q filed August 6, 2026, Note 15, for the June 30, 2026 ruling; Form 10-Q filed May 11, 2026, Note 15; Form 10-K filed November 25, 2025, Note 19. Filed
From May 2025 US Customs and Border Protection has invoiced the company asserting Chinese-origin import tariffs on miners imported in 2024. The company states that if the agency were to prevail on the remaining entries, total liability could reach approximately $130M excluding statutory interest. It holds importation documentation showing non-Chinese origin, the seller represented the same, some administrative protests have been approved, and no provision has been recorded because a loss is not considered probable.
The remaining protests are approved and the exposure closes at nil, as several already have.
An adverse determination crystallises up to $130M plus statutory interest against a balance sheet carrying no provision.
Source: Form 10-Q filed May 11, 2026, Note 15. Filed
Four shareholder derivative actions filed in Nevada between 21 February and March 8, 2023 against current and former officers and directors, consolidated in the Eighth Judicial District Court in Clark County, assert breach of fiduciary duty, unjust enrichment and corporate waste. The special litigation committee's motion to defer was denied on April 2, 2026 without prejudice, a denial the company describes as procedural rather than a ruling on the merits. The company is evaluating whether to seek appellate review.
Derivative claims are brought on the company's behalf, so the direct financial exposure is usually modest. What the case can produce is governance change, and the standing arrangements around the preferred stock (S12) are exactly the kind of matter such an action reaches.
Appellate review reinstates the deferral, or the action is dismissed, closing a matter open since 2023.
The action proceeds to discovery against sitting directors while the company is negotiating its largest ever financing.
Source: Form 10-Q filed May 11, 2026, Note 15. Filed
Full conversion of both issues would deliver 103,941,450 shares, being $650M at 67.5858 shares per $1,000 and $1,150M at 52.1832 shares per $1,000, or 40.5% of the 256,599,199 shares outstanding at March 31, 2026. The company may elect to settle in cash, shares or a combination.
Early conversion is tested each calendar quarter against 130% of the conversion price, roughly $19.24 for the 2030 notes and $24.91 for the 2032 notes. Neither condition had been met at March 31, 2026 and the stock closed at $12.29 on October 6, 2026, further below both tests than at the previous stamp. The 2030 notes carry capped calls struck at $24.66 that blunt dilution above that level; the 2032 notes carry none.
A re-rating above the conversion prices converts $1.8bn of debt into equity and removes the 2028 cash put entirely.
The stock stays below both prices, leaving $1.8bn as hard debt with a fixed cash call in June 2028 and no equity relief.
Source: Form 10-Q filed May 11, 2026, Note 9; Form 8-K of November 13, 2025. Filed
All computing power goes to one pool operator, Foundry, which the company names as its sole customer under a contract terminable at any time by either party. Pool fees ran at roughly 0.21% of gross mining revenue in the March 2026 quarter. Every dollar of reported revenue depends on that single relationship continuing.
Diversification across pools, or self-mining, removes a concentration the company itself flags as a risk factor.
Termination or a fee increase hits 100% of revenue with no contractual notice period disclosed.
Source: Form 10-K filed November 25, 2025; Form 10-Q filed May 11, 2026. Filed
The register has turned over in nine months, with three filings in July 2026 alone. D. E. Shaw filed a new position of 12,859,115 shares, 5.0% of the class, on July 17, 2026 with an event date of July 10, 2026, the day the lease was executed; 1,117,500 of those shares are held through call options. Bank of Nova Scotia filed a new 5.62% position, 14,791,062 shares, on July 15, 2026 for the 30 June date. Dimensional went from 5.5% at 31 March to 3.8% at 30 June.
The Vanguard sequence needs stating carefully because two entities are involved. The Vanguard Group reported 10.05% at November 28, 2025 and then reported zero on an amendment with an event date of March 13, 2026. Separately, Vanguard Capital Management reported 5.08% at March 31, 2026. The two together are more consistent with a change in which entity reports than with a sale and a repurchase, but neither filing says so, and this file does not choose between the readings. BlackRock's last filing, at 15.5% for March 31, 2025, has not been amended since.
Further new 5% holders after the lease, as with the two filed in mid-July, on a register with 30% of shares already short.
Continued index and quantitative selling, as with the Dimensional reduction, into a name whose passive weight follows a falling market capitalization.
Source: Eleven beneficial ownership filings under the newer form label between November 13, 2025 and July 17, 2026. Filed
77,993,876 shares were short at the July 15, 2026 settlement date, against 78,632,173 at June 30, 2026, with days to cover of 3.3. On the 256,817,073 shares outstanding at August 4, 2026 that is 30.4%. Part of the position is structural: convertible arbitrage against $1.8bn of notes requires a short in the underlying, and the company itself repurchased $605.0M of stock from note investors to let them establish it.
Good news on financing or a Texas conversion forces covering into a float where three days of volume are already committed.
A large short base is also a large body of informed sellers, and it grew through the period in which the equity halved.
Source: Short interest at the July 15, 2026 settlement date; Form 10-Q filed May 11, 2026 for the share count. Market Filed
The Business Finance Authority of the State of New Hampshire proposed up to $100M of taxable conduit revenue bonds with CleanSpark as borrower, secured by bitcoin pledged into a custody trust with BitGo as custodian and liquidation agent. Moody's assigned a provisional Ba2 rating in late March 2026, with an initial collateral coverage of 1.60 times and mandatory redemption at a 1.40 times trigger. The state's Executive Council rejected it 3 to 2 on the account read here, citing concern for the state's financial reputation. A New Hampshire legislator has said publicly that reconsideration will be sought at a future council meeting.
The sum is small against $1.8bn of existing notes. What it tests is whether bitcoin-collateralised structured debt is available to this company at all, which is a live question given how much capital the lease requires.
Reconsideration succeeds, establishing a template for bitcoin-collateralised term debt that does not dilute equity.
The rejection stands, confirming that a rated, over-collateralised, $100M structure could not clear a public body, at a point of far larger capital need.
The company has filed nothing on this matter: no current report on the rating, the proposal or the rejection appears in its filing record. Everything above is from the rating agency's action and press coverage of the council. The date of the vote differs between accounts, and the newspaper of record could not be retrieved when attempted on August 3, 2026.
Source: CoinDesk, July 9, 2026; reporting of the Moody's rating action of late March 2026. Press
Closed items, kept for the record, ordered by resolution date. A resolved catalyst takes the next free R number; it does not carry its old D number over.
Completed under an agreement of June 26, 2024. 5,031,221 shares issued at $12.06, valued at $60.7M, plus 22,803,726 warrants valued at $6.1M. It added three Tennessee sites and moved the company into Tennessee Valley Authority territory, and carried $48.3M of tax-deductible goodwill at close. Total goodwill went from $8.0M to $135.3M in the quarter that followed.
Announced by the company on March 10, 2025 and effective before the open on March 24, 2025. Index membership is decided by the provider rather than by the company, and it creates a passive holder base whose weight follows the market capitalization down as well as up.
S. Matthew Schultz was appointed Chief Executive by a current report of August 11, 2025, replacing Zachary K. Bradford. Effective September 4, 2025 Gary Vecchiarelli added President to Chief Financial Officer, Scott Garrison became Executive Vice President and Chief Development Officer, and Taylor Monnig added Chief Operating Officer to Chief Technology Officer. New employment agreements were entered for five executives, with base salary of $950,000 and a bonus target of up to 200% for the Chief Executive, and with bitcoin introduced as an element of executive pay. The former Chief Executive's severance included restricted stock units, which the company cites as a driver of the rise in stock-based compensation to $45.3M in fiscal 2025.
The 50 MW Coinmint hosting arrangement in Massena, New York expired at the end of December 2024 and wind-down began on expiry. The company states all megawatts allocated to it had been vacated as of September 30, 2025, and that from March 31, 2025 it mines exclusively at owned and leased facilities. It no longer reports hosted-facility metrics. Hosting and profit-sharing fees fell from $32.7M in fiscal 2024 to $11.2M in fiscal 2025.
Approximately 271 acres acquired with an option over adjacent land, plus long-term power supply agreements totalling 285 MW providing for a progressive buildout over an estimated eighteen-month development period. Consideration was cash and stock approximating $66.0M at closing, including 1,788,834 shares, with further cash payable on certain post-closing events. This is the Sealy campus now under the tenant's exclusivity.
Revenue of $766.3M, up 102%, with net income of $364.5M against a $145.8M loss, on a $425.6M fair value gain on bitcoin. Filed without a late notification, unlike the prior year. It reported 1,027 MW contracted, 45.6 EH/s, 336,544 miners owned and 241,934 in service, and 10,428 bitcoin held with a further 2,583 posted as collateral.
Property acquired in Brazoria County with a framework for approximately 300 MW of power capacity and potential expansion to approximately 600 MW, where transmission-level infrastructure supports the initial demand load. Together with the Sealy campus this took the Texas portfolio to 718 acres and up to 885 MW.
Held on a January 9, 2026 record date of 255,750,361 common shares and 1,750,000 preferred carrying 78,750,000 votes, an aggregate 334,500,361. Quorum was 68.19%. Schultz, McNeill, Wood, Beynon and Cavaleri were elected and BDO USA ratified for fiscal 2026. Withheld votes ran to 31,646,526 against McNeill and 32,164,897 against Wood, against 3,744,323 for the Chief Executive.
An amended certificate of designation effective March 20, 2026 eliminated the preferred's quarterly dividend of 2% of earnings before interest, taxes and amortisation and paid a one-time $17.1428571428571 per share, being $30,000,000 across 1,750,000 shares, on or about March 24, 2026 to a record date of March 19, 2026. The 45 votes a share continue. The board approved it excluding the two directors who hold the preferred, and it was recorded as a deemed dividend in a quarter reporting a $378.3M net loss.
The Nevada court denied the special litigation committee's motion that the derivative claims should be dismissed, without prejudice to the defendants' contentions on the merits. The company describes the denial as procedural and is evaluating whether to seek appellate review. It ended a stay that had run since November 6, 2023, and it is why the derivative action is carried as a live standing condition (S7) rather than as resolved.
The state's Executive Council voted 3 to 2 against authorising up to $100M of taxable conduit revenue bonds through the Business Finance Authority with CleanSpark as borrower, against roughly $175M of bitcoin pledged into a custody trust. Moody's had assigned a provisional Ba2 rating in late March 2026. Reported reasons centerd on the state's financial reputation. Reconsideration has been signalled and is carried as a standing condition (S13). The date differs between accounts and the newspaper of record could not be retrieved when attempted on August 3, 2026.
A twenty-year triple net lease with two five-year extension options, covering 175 MW of critical IT load, with annual escalators, expected contract value of $6.6bn over the initial term and $11.6bn if both extensions are taken, expected cumulative contribution margin close to 100% and average annual contribution of approximately $330M, and landlord project costs of $10M to $12M per MW. Morgan Stanley advised, Davis Polk acted as counsel. The tenant also signed a letter of intent and exclusivity over 718 acres and up to 885 MW in Texas. Reported under Item 8.01 rather than as a material definitive agreement, and the lease itself was not filed as an exhibit.
This was carried as a standing condition until this revision, and it had already ended. The counterparty's Form 10-Q for the quarter ended June 30, 2026, filed August 14, 2026, states that on July 24, 2026 the parties entered a confidential settlement agreement resolving all claims brought against CleanSpark, providing for dismissal with prejudice and a full mutual release. The card previously said the motion to dismiss had been denied, that the matter was proceeding, and that the parties were pursuing informal settlement discussions. The discussions concluded.
CleanSpark itself has filed nothing on it, and that is the reason this took a month to find. The matter never appeared in CleanSpark's own legal note, before or after settlement, and does not appear in the Form 10-Q filed August 6, 2026. It is visible only from the other side of the case, in the filings of a company this project also covers, which is how it was found. A standing condition that only a counterparty discloses cannot be tracked by sweeping this issuer's index, and the same limit applies to whatever else the counterparty knows and CleanSpark does not report.
What is not established. The settlement terms are confidential, so no amount, no payment direction and no admission is disclosed by either party. Whether any sum was paid, and by whom, is not established and is not inferred here from the fact of dismissal.
Source: Counterparty Form 10-Q for the quarter ended June 30, 2026, filed August 14, 2026, Note 8 Commitments and Contingencies. Filed
This card was still pending in the dated sequence when it had already resolved eight days before this calendar's previous stamp. The update published on August 5, 2026 at 08:30. This calendar was stamped August 13 and its companion August 18. The reason is mechanical rather than an oversight of reading: CleanSpark does not furnish its monthly operational updates on Form 8-K, and all six Form 8-K filings of calendar 2026 were enumerated to establish it. A sweep of the filing index cannot see them.
Neither branch fired whole. The upside read "Holdings rise again, drawn megawatts climb toward the contracted figure, and efficiency improves below 16 J/TH." Holdings rose, by seven coins. Drawn megawatts did not climb: 808 MW, unchanged. Efficiency did not improve below 16: 16.07 J/Th, unchanged. The downside read "Holdings fall as bitcoin is sold to fund operations, or average hashrate slips further below the 47.3 EH/s reported at March 31, 2026." Holdings did not fall. Average hashrate did slip further, 42.6 to 38.6 EH/s, so the second limb of a disjunctive downside is met.
The figure that matters is not in either branch. Bitcoin posted as collateral or as receivable rose from 1,719 to 4,070, so unencumbered coin fell from 12,205 to 9,861, down 19.2%, and the encumbered share of the treasury went 12.35% to 29.22%. The headline rise of seven coins conceals it, and this calendar had carried neither the figure nor the concept.
The fleet grew while the hashrate fell. Deployed miners went 225,137 to 230,507, up 5,370, while average operating hashrate fell 4.0 EH/s. Bitcoin produced fell 614 to 586. Operational hashrate on the company's peak-achieved definition stayed at 50 EH/s. Neither the machine count nor the power draw explains the fall on the face of the release, and no explanation is offered in it.
Source: CleanSpark July 2026 Operational Update, August 5, 2026; June 2026 Operational Update, July 7, 2026, for the comparison month. Filed
Reported on the first day of the window this card named, with the Form 10-Q lodged the same day at a lag of 37 days from the June 30 period end, inside the forty days a large accelerated filer has. The card set out four things to watch. Two were answered and two were not.
| What the card asked | The print |
|---|---|
| How Sandersville will be financed | Answered. The anticipated equity portion is stated to be fully funded, and all long-lead items are ordered and pre-paid |
| Whether the fleet carrying value is being reassessed | No impairment in the quarter, nil for the three months against $5.4M for the nine, and no useful-life change disclosed |
| What the milestone schedule requires | Not answered. A ready-for-service schedule is referenced and no dates are given |
| Cash cost near $45,000 per bitcoin | Not disclosed. The release carries no cost-per-bitcoin figure |
Neither condition landed cleanly, which is what Two-sided meant here. The downside was compound, a third consecutive quarterly loss with no financing detail plus an impairment or a further useful-life change, and it fails on two of its three limbs. The upside required financing named, milestone dates disclosed and cash costs near $45,000, and only the first arrived.
The operating line went the other way. Revenue $138.0M against $198.6M a year earlier, down 30.5%. Net loss $239.8M, or $0.89 per basic share. Adjusted EBITDA negative $113.0M, improved from negative $377.7M. Total assets $2.7bn, total liabilities $1.9bn, stockholders’ equity $0.8bn, long-term debt $1.8bn, working capital $761M.
Cash rose against the year end and fell against the quarter, and only one of those is the trend. The release compares $202.6M to $42.966M at September 30, 2025. Against March 31, 2026, the last reported quarter, cash of $260.3M fell to $202.6M, a decline of $57.7M in the period the Sandersville equity was funded.
Source: Form 10-Q and Form 8-K with Item 2.02, both August 6, 2026; third fiscal quarter 2026 results release, Exhibit 99.1.
The Commission granted ERCOT's good cause exception at its open meeting of August 20, 2026, in the Order Granting Good Cause Exceptions at item 53 of Project 59142. It excuses ERCOT from classifying large loads by the August 7 deadline, permits certain unclassified large loads into the August and November 2026 quarterly stability assessments, and allows dynamic data review past the deadline with a 24-day cure period.
The downside branch is falsified as written, and that is the finding. It read that the batch would slip "behind an audit with no completion deadline named." ERCOT's presentation to the same meeting, item 52, sets a dated schedule with completion milestones of December 10 and December 17, 2026. The audit has a named completion date. What it does not have is a replacement classification date: the Order names none, and ERCOT's request for conditional classification by August 31 appears in its presentation rather than in the Order's operative paragraph.
Four things the Order withholds. No replacement classification date. No inclusion decision on any applicant. No lifting of the energization pause. And no ruling on any individual project. The exception is procedural relief for ERCOT, not a decision about anyone in the queue.
CleanSpark is named nowhere in the docket, and that was tested rather than assumed. All 54 filings in Project 59142 were read by party and description, and both August 20 documents in full. Across the combined corpus of 88,678 characters, CleanSpark, Clean Spark, CLSK and CleanSpark Data return zero hits, against control tokens returning 41 and 142. The company's exposure to this proceeding remains an inference from its Texas sites, not a matter of record.
A statement in both documents was already wrong when it was written. Each said ERCOT "will file" its exception request ahead of the August 20 meeting. It was filed on August 10, 2026, at item 42, before either document's last revision.
Source: PUCT Project No. 59142, item 53, Order Granting Good Cause Exceptions, filed August 20, 2026; item 52, ERCOT presentation to the open meeting of the same date; item 42, ERCOT's request of August 10, 2026. Filed
It published, and this card’s own cadence test is what dated it. The update appeared on September 8, 2026 at 16:15. The card had measured 33 consecutive monthly updates, every one published between the 3rd and the 7th, and said the August update was due in that window and had not appeared. It arrived one day outside it. The 33-month cadence is broken, which is what this card said the first break would look like, and the confidence rating was on the date rather than the outcome: the date was right to within a day.
Neither upside limb fired, and one downside limb of three did. The upside wanted unencumbered coin recovering from 9,861: it fell to 9,752. It wanted average hashrate recovering from 38.6 EH/s: it fell to 38.3. It wanted drawn megawatts above 808 MW: they held at 808 for a third month. The downside wanted the encumbered share above 29.22%: it fell to 28.83%. It also wanted "a third consecutive month of falling average hashrate", and that happened. Bitcoin was sold, 821 coins across spot, call exercises and basis trades, but nothing read here says it funded construction, so the third limb is not met on the evidence.
The figure that matters is not in either branch, for the second month running. The deployed fleet fell from 230,507 to 201,269, down 29,238 machines or 12.7%, while operational hashrate held at 50 EH/s and peak efficiency held at 16.07 J/Th. The release offers no explanation and none is inferred here. R15 recorded the same shape a month earlier in the opposite direction, when the fleet grew by 5,370 and the hashrate fell anyway.
The release also carried the ERCOT answer that R17 left open. R17 recorded that the Commission’s order named no replacement classification date, and that ERCOT’s request to classify conditionally by August 31 sat in a presentation rather than in an operative paragraph. This update reports notice of conditional classification for 585 MW to receive batch zero baseload designation and 300 MW to receive studied load designation, which is 885 MW and the whole of the Texas position. It is conditional, and it is the company’s account rather than a docket filing read here.
Source: CleanSpark August 2026 Operational Update, September 8, 2026; July 2026 Operational Update, August 5, 2026, for the comparison month. Filed
The upside branch fired as written. It read "Non-recourse project financing at a rate reflecting the tenant’s credit rather than the company’s, with limited or no equity issuance." On September 25, 2026 CSDC Finance I, LLC, a wholly owned indirect subsidiary, closed $2,276.0M of 7.875% senior secured notes due October 1, 2031, issued at 98.500% of principal. No equity was issued. It was announced on September 17 at $2,227M and priced on September 18 at $2,276M, so it was upsized by $49M between announcement and pricing.
The structure is ring-fenced and the parent’s obligation is narrow. The notes are guaranteed by CSRE Properties Sandersville, LLC and secured by first-priority liens on substantially all assets of the issuer and that guarantor, and on the issuer’s equity held by CSDC Holdings I, LLC. CleanSpark guarantees completion, not payment. The indenture also confines the issuer to one asset: it may not hold assets or conduct operations unrelated to the Sandersville facility.
This card’s own cost estimate was good, and the raise sits above it. The card put the build at $1,750M to $2,100M on the company’s $10M to $12M per MW. The September presentation puts development cost at ~$11.9M per IT MW, which against 175 MW is $2,082.5M, inside that range and near its top. Gross proceeds at 98.5% are $2,241.9M, and the excess funds the reimbursement of prior equity contributions and the debt service reserves. How the excess splits between those two is not disclosed.
Interest does not reach the parent before the rent does. The company’s illustrative model shows net accrued interest of zero in 2026 and 2027, with amortisation beginning on construction completion, and rent revenue beginning November 30, 2027. The first interest payment, due April 1, 2027, is funded from the proceeds rather than from CleanSpark. That model was struck at a 7.5% illustrative coupon against the 7.875% actually priced, and at $2,227M against $2,276M, so the real cost runs above the illustration on both inputs: $179.2M of annual interest against the $167.0M modelled, which is this document’s arithmetic on the company’s own disclosed terms.
Source: Form 8-K, September 25, 2026, items 1.01 and 2.03; Form 8-K, September 18, 2026; Form 8-K, September 17, 2026 and the Sandersville investor presentation furnished with it. Filed
Every category reviewed appears as a row, including those that produced catalysts, which read across by title and ID. A category checked and found empty is recorded rather than omitted.
| Category | Status | Basis |
|---|---|---|
| Earnings | Covered above | Third quarter fiscal 2026 results (R16), fiscal 2026 annual report (D3), first quarter fiscal 2027 results (D4), second quarter fiscal 2027 results (D6), fiscal 2025 annual report (R7). |
| Product launches | None | The company sells computation, not products, so the category has no direct referent. What stands in its place is capacity energisation and the move into leased AI and HPC infrastructure, covered by the Sandersville lease (R13) and its first deliveries (D7). |
| Investor days | None | No investor day or analyst day appears in the filing record to July 17, 2026 or in the company's releases to July 31, 2026, which carry only quarterly results webcasts. The company's events page was reached on August 3, 2026 but populates by script and returned no listings. |
| Regulatory decisions | Covered above | ERCOT Batch Zero inclusion decisions (R17) and the final transmission plan (D8). The customs tariff assessments (S6) are an administrative determination in the same family. |
| Lawsuits | Covered above | Certified securities class action (S5), consolidated Smith derivative action (S7), counterparty litigation over the Sandersville bill of sale (R14), and the special litigation committee motion denied (R11). |
| Macro events | Covered above | Bitcoin price and the fair value line (S2). Network difficulty and global hashrate act through the same channel and are discussed there. |
| Industry conferences | Not established | Not examined. No conference calendar was checked. Also named in what was not checked. |
| Management changes | Covered above | Chief executive transition and leadership realignment (R3). No change has been filed since; the most recent officer appointment disclosed is the Senior Vice President of AI Data Centers in October 2025. |
| Buybacks | None | No authorised repurchase program exists. The buyback authority took a different form: $605.0M of shares repurchased in privately negotiated transactions from the investors in two convertible offerings, covered by the 2032 notes and concurrent repurchase (R6), plus $90.4M of capped calls on the 2030 notes covered by the dilution mechanics (S8). |
| Dividends | Covered above | No common dividend has ever been declared and the fiscal 2025 annual report states none is planned. The preferred dividend right was extinguished for $30.0M in cash, covered by the Series A amendment (R10). |
| Major contracts | Covered above | Sandersville twenty-year lease executed (R13), lease milestone compliance (S3), Texas exclusivity converting to a lease (S4), first deliveries (D7). |
| Index membership | Covered above | Addition to the S&P SmallCap 600 (R2). Decided by the provider rather than the company, which is why it is tracked separately from company events. |
| Convertible and other financings | Covered above | 2032 notes and concurrent repurchase (R6), dilution mechanics (S8), 2030 notes holder put (D10), 2032 notes first redemption eligibility (D11), Sandersville construction financing (R19), Two Prime facility maturity (D1), New Hampshire conduit bond rejected (R12) and its revival (S13). |
| Mergers and acquisitions | Covered above | GRIID Infrastructure acquisition (R1), Austin County acquisition (R5), Brazoria County acquisition (R8). No pending transaction is on file. |
| Analyst coverage and short interest | Covered above | Short interest at roughly 30% of shares outstanding (S11). The company's own investor relations page, read on August 4, 2026, enumerates fourteen covering firms with one named analyst each. Eleven of the fourteen were initial purchasers of one or both convertible offerings, and one of those eleven has also been the sole sales agent under every at-the-market program, so the covering set and the distribution syndicate are largely the same firms. |
| Credit rating actions | None | No corporate credit rating exists. Both note issues were sold under Rule 144A unrated. The only rating found is the provisional Ba2 on the New Hampshire conduit bonds, which were not issued, covered by the rejection (R12). |
| Segment reporting | None | The company reports a single reportable segment, bitcoin mining, and states so in its goodwill disclosure. A second segment would follow the first lease revenue, which is not expected before the fourth quarter of 2027 (D7). |
| Exchange listing compliance | None | No deficiency, compliance or listing determination notice appears across the complete 750-filing record under Central Index Key 0000827876. The common stock and the warrants are listed on Nasdaq under file number 001-39187. |
| Late filing notifications | None | Six late annual and eleven late quarterly notifications exist across the 750-filing record, the most recent being a late annual notification on December 2, 2024 and a late quarterly notification on August 10, 2022. None has been filed since, and the two most recent annual reports were lodged on time. |
Sits across every other catalyst rather than beside them.
The fact this overlay was organised around has gone. It read that the company must find between $1,750M and $2,100M to build what it had just leased against $202.6M of cash. It found $2,276.0M on September 25, 2026, at a ring-fenced subsidiary, at 7.875%, and without issuing a share. The dilution question this section existed to frame was answered in the one way that does not dilute.
What replaces it is a leverage question rather than a dilution question. Consolidated debt goes from $1,788.2M to $4,064.2M, more than doubling, while the share count is unchanged. The new $2,276.0M is non-recourse to CleanSpark for payment and the parent’s exposure to it is the completion guarantee at S1. The sources of capital below are therefore no longer a menu the company has to choose from to build Sandersville; they are what remains available for everything else, including the $650M cash put in June 2028 and any Texas conversion.
| Source | Capacity | Consequence, and basis |
|---|---|---|
| Sandersville project notes | $2,276.0M | Drawn, not available. Closed September 25, 2026 at 7.875%, due 2031, at CSDC Finance I, LLC. Ring-fenced to the facility and non-recourse to the parent for payment. It funds the build, reimburses prior equity contributions and funds debt service reserves, and the split between those is not disclosed Filed |
| Cash on hand | $202.6M | At June 30, 2026, down from $260.3M at March 31. It no longer has a build to cover, and what it faces instead is the completion guarantee and the June 2028 put Filed |
| Bitcoin treasury | ~$886.6M | 13,703 bitcoin at August 31, 2026 marked near $64,700, of which 3,951 posted as collateral or as receivable. It is no longer the build it would be sold to fund, the build being funded; it is the asset the equity story has rested on Estimate |
| Undrawn revolvers | $400.0M | Coinbase $300M indicative and Two Prime $100M, both requiring bitcoin collateral at loan-to-value ratios that tighten as the coin falls Filed |
| Authorised share headroom | 301,035,410 | 600,000,000 authorised less 298,964,590 issued at March 31, 2026. Ample room to issue, which is the point Estimate |
| Convertible conversion shares | 103,941,450 | Both issues at their initial rates, being 40.5% of shares outstanding. Settleable in cash, shares or a mix at the company's election Estimate |
| 2030 notes cash put | $650.0M | Holder option at par on June 15, 2028. A cash claim, not a dilution, and it lands months before first rent Filed |
| Preferred change-of-control conversion | 5,250,000 | 1,750,000 preferred at three common each, triggered automatically on a change of control Filed |
| Warrants | 1,604,559 | Exercisable at $165.24 per whole share. Immaterial at any plausible price Filed |
The company has raised $1,800M of convertible debt in eleven months and returned $605.0M of it to the buyers as a share repurchase. It had never issued project-level debt until September 25, 2026, and now it has. This paragraph used to say that whether Sandersville was financed at the project or at the parent decided whether the equity was diluted or insulated behind a non-recourse structure secured on an investment-grade rent stream, and that nothing filed indicated which was intended. It was the project, and the equity was not diluted. What remains of the older framing is the company’s own forward-looking language, which still names and the company's own forward-looking language names both the need for substantial additional capital and the risks of significant additional indebtedness without choosing between them.
What would prove this read wrong, stated in advance. Each trigger is settleable from a document; an unquantified threshold is not a test.
| # | If this happens… | …this was wrong | Status |
|---|---|---|---|
| 1 | A current report or press release announces committed financing of $1,000M or more specifically for the Sandersville build, on or before November 30, 2026. | That the financing gap is the binding constraint on this equity. | Untriggered |
| 2 | The quarterly report for the period ended June 30, 2026 discloses average revenue per bitcoin mined at or above the all-in cost to mine one bitcoin, on the owned-facilities table. | That mining has stopped recovering its capital. | Untriggered |
| 3 | A current report discloses an executed lease, not a letter of intent, covering 200 MW or more of the Texas portfolio, on or before December 31, 2026. | That the Texas exclusivity should be treated as an option rather than as contracted capacity. | Untriggered |
| 4 | The fiscal 2026 annual report discloses the Sandersville milestone dates and states that all milestones falling before its filing date have been met. | That milestone risk is unquantifiable from the public record. | Untriggered |
| 5 | A monthly operational update reports total bitcoin holdings below 10,000, or the quarterly report discloses bitcoin sold to fund construction. | That the treasury will be preserved rather than spent on the build. | Untriggered |
| 6 | Holders of the 2030 notes are reported to have converted, or the notes become conditionally convertible because the stock closes at or above $19.24 for 20 of 30 trading days in a quarter. | That the June 2028 put is a live $650M cash claim. | Untriggered |
| 7 | A current report discloses that Customs and Border Protection has withdrawn or that the company has recorded a provision against the asserted tariffs. | That the $130M exposure remains an open, unprovisioned contingency. | Untriggered |
| 8 | The court rules on the motions to exclude the plaintiffs' two experts in the securities class action. | That the next observable step in that matter is a ruling on those motions. | Untriggered |
| 9 | An amended beneficial ownership filing reports D. E. Shaw below 5%, or Bank of Nova Scotia below 5%, before December 31, 2026. | That the post-lease institutional buying represents durable positioning. | Untriggered |
| 10 | A short interest settlement date on or before December 31, 2026 reports fewer than 50,000,000 shares short. | That the roughly 30% short position is structural rather than directional. | Untriggered |
The thresholds in tests 1, 3, 5, 6 and 10 are analyst judgments rather than figures the company has published. $1,000M is set at roughly half the low end of the stated build cost, 200 MW at roughly a quarter of the Texas portfolio, 10,000 bitcoin at roughly 70% of the June 30, 2026 holding, $19.24 as 130% of the 2030 conversion price, and 50,000,000 shares at roughly two thirds of the current short position. Each is stated so that the test can be settled from a document even where the level itself is a judgment.
Every ID in one table, gapless within each class. Must match the cards above exactly: same IDs, same count, same order. Links point at title slugs so they survive renumbering.
| Tag | What it asserts |
|---|---|
| Filed | Stated in an SEC filing or company release, cited by form and date. Also covers a dated official publication by a named non-SEC issuer, with the issuer named in the Source line. Used here for ERCOT's published Batch Zero process and for the company's monthly operational updates. |
| Estimate | Derived or inferred here. The arithmetic is shown. |
| Open | Expected but unconfirmed. Nothing filed either way. |
| Market | Price, volume, float, short interest, published targets and ratings. Stamped with the close or publication date. |
| Press | Reported by a named publication that is neither the issuer nor an analyst, cited by outlet and date. Corroborates; never the sole basis for a material claim. |
| Social | Publicly posted by a named account, cited by handle and date. Asserts that the statement was made, never that it is true. Not used in this document. |
| Level | Means |
|---|---|
| High | Date is company-announced, protocol-defined, or statutorily fixed. |
| Medium | Date inferred from filing cadence or a stated deadline window. |
| Low | Date is a judgment call. Could move by a quarter or more. |
The fiscal year ends 30 September, so the reporting cadence runs a month later than a December year-end peer on the same calendar quarter. Deriving a date from a December year-end would put every estimate here roughly thirty days out. The cadence was taken from the filing record itself: quarterly reports lodged February 5, 2025, May 8, 2025, August 7, 2025, February 5, 2026 and May 11, 2026, and annual reports lodged November 25, 2025 for fiscal 2025 and, after a late notification on December 2, 2024, for fiscal 2024. As a large accelerated filer the company has forty days from a quarter end and sixty days from a year end.
Confidence rates timing, never outcome. A High-confidence catalyst can be a coin flip; a Low-confidence one can be near-certain in direction.
Impact is independent of confidence. A High-impact, Low-confidence item is the most important kind here: it matters enormously and could land any time. The Sandersville first deliveries (D7) and the Sandersville completion guarantee (S1) are both of that kind.
Primary filings and company releases first, with form type and date.
| Source | Date | What it settles here |
|---|---|---|
| Form 8-K, Sandersville lease | Jul 14, 2026 | Lease terms, 175 MW, $6.6bn, milestones, Texas exclusivity, project cost per MW |
| Operational update, July 2026 | Aug 5, 2026 | 586 bitcoin produced, 13,931 held of which 4,070 encumbered, 38.6 EH/s average, 808 MW drawn, 230,507 deployed, treasury activity. Not furnished on Form 8-K, which is why three revisions missed it |
| Form 10-Q, quarter ended Mar 31, 2026 | May 11, 2026 | Half-year financials, indebtedness, collateral, litigation, tariffs, equity, capacity |
| Form 8-K, Series A amendment | Mar 24, 2026 | $30.0M special dividend, holder identities, voting mechanics |
| Form 8-K, annual meeting results | Mar 5, 2026 | Vote totals, voting power split, directors, auditor |
| Form 10-K, FY ended Sep 30, 2025 | Nov 25, 2025 | Full-year financials, fleet, sites, competitors, legal matters, subsequent events |
| Form 8-K, 2032 notes | Nov 13, 2025 | $1,150M issue, conversion terms, $460M concurrent repurchase |
| Beneficial ownership filings, eleven | to Jul 17, 2026 | The institutional register: D. E. Shaw, Bank of Nova Scotia, Vanguard, Dimensional, Susquehanna, BlackRock |
| Big Digital Energy Form 10-Q | May 14, 2026 | The Mawson litigation over the Sandersville bill of sale |
| ERCOT large load integration publication | to Jul 2026 | Batch Zero process, the 75 MW threshold, the July 10 and 24, 2026 deadlines |
| Utility Dive | Jun 22, 2026 | Public Utility Commission of Texas approval of June 18, 2026, queue size, batch timeline |
| CoinDesk | Jul 9, 2026 | New Hampshire Executive Council rejection of the conduit bond |
| Company results webcast announcement | Jul 30, 2026 | Third quarter fiscal 2026 webcast set for August 6, 2026 |
| Company analyst coverage page | read Aug 4, 2026 | The fourteen covering firms and their analysts, enumerated from the page rather than from any count stated on it |
| Form 8-K, 2030 notes indenture | Dec 17, 2024 | The seven initial purchasers of the 2030 notes, and the $90.4M of capped calls with unnamed counterparties |
The legal note was re-read at this revision, and it had been read once already for its numbers alone. Four standing conditions, S5, S6, S7 and S12, sourced to the Form 10-Q filed May 11, 2026. The Form 10-Q filed August 6, 2026 restates the same Notes 15 and 11 at a later date, and the pair had already taken cash, equity and third-quarter revenue from it. It had not been read for its legal note. Re-reading it changed exactly one card: S5, where the expert motions the card called pending were decided on June 30, 2026. S6 and S12 are restated without change. S7 already carried the appellate-review sentence the newer note adds. A filing read for its figures is not a filing read, and the four source lines are left naming the May filing where that is genuinely what the claim rests on.
The filing sweep was run against Central Index Key 0000827876, which is the permanent identifier and survives the company's earlier names Stratean Inc. and SmartData Corp. The complete index holds 785 filings from November 17, 2008 to October 1, 2026, and all eighteen form families were swept across it, most recent first, with exhibit lists enumerated rather than form types alone. Beneficial ownership was swept under both of the labels the electronic filing system emits: eleven filings have been made under the newer label since November 13, 2025, against twenty under the older label whose most recent is November 12, 2024, so a search on the older label alone returns none of the current register.
Categories, date ranges and filing families the sweep did not reach. An unexamined area is a gap, not a clean bill.
| Area | Status | What is missing |
|---|---|---|
| Industry conferences | Not established | No conference calendar was checked for the twelve months ahead. The company's events page was reached on August 3, 2026 but populates by script and returned no listings. |
| Individual Form 4 transactions | Not established | The 222 Forms 4 and 55 Forms 144 in the index were enumerated by date and count. Individual transaction codes were not read, so insider open-market buying is not established either way. |
| ERCOT Batch Zero applicant list | Not established | Whether the Sealy or Brazoria sites lodged applications by the July 24, 2026 deadline is not on any record read. The grid operator publishes the process but not the applicants. |
| Sandersville power regime | Not established | Sandersville operates a municipal electrical system while the Georgia Public Service Commission rule on customers above 100 MW binds Georgia Power. Which regime governs the new 175 MW, and on what tariff, was not settled. |
| Court dockets, read directly | Not established | Litigation status is taken from the parties' own filings. Neither CourtListener nor PACER nor the Nevada state portal was queried, so posture is as of each party's last report rather than as of today. |
| New Hampshire council vote date | Not established | CoinDesk dates the vote July 9, 2026; other coverage dates it 8 July. The Union Leader account was attempted on August 3, 2026 and returned a rate-limit response rather than content, so it is a gap rather than a check. |
| The covering firms' own notes | Not established | No research note was read for any of the fourteen firms on the issuer's coverage page. The distribution roles recorded here come from the issuer's indentures and its equity program, not from the firms' own disclosure, and absence from those lists is not absence of a relationship. |
| The lease document | Not established | The lease was not filed as an exhibit. Escalator rates, the milestone schedule, the abatement formula and the termination triggers are known only from the company's own summary. |
| Canadian and Australian registries | None | Not applicable rather than unexamined. A Nevada corporation filing as a US domestic filer on Forms 10-K, 10-Q, 8-K and DEF 14A, with no 20-F, 40-F or 6-K across 785 filings, so no SEDAR+ or ASIC obligation arises. |
| Federal energy dockets | None | FERC eLibrary was not required: the sites take retail service from utilities and municipal systems rather than holding Federal Power Act authorisations, and no such authorisation is referenced in any filing read. |
| Exchange notices | None | The Nasdaq listing record was checked through the complete filing index. No deficiency, compliance or listing determination notice appears across 785 filings. |
Newest first. The original build entry is never removed or rewritten.
The financing this pair was organised around has closed, and it is the shape both documents said was the better one. On September 25, 2026 CSDC Finance I, LLC, a wholly owned indirect subsidiary, closed $2,276.0M of 7.875% senior secured notes due October 1, 2031, issued at 98.500%. It was announced on September 17 at $2,227M and priced on September 18 at $2,276M, so it was upsized by $49M. The notes are guaranteed by CSRE Properties Sandersville, LLC and secured by first-priority liens on both entities and on the issuer’s equity. CleanSpark guarantees completion, not payment, and no equity was issued. The standing condition on construction financing had named exactly this as its upside branch.
The tenant is Meta, and neither document had ever named it. The presentation furnished with the Form 8-K of September 17 names Anviran, LLC, a wholly owned subsidiary of Meta, as tenant and Meta as guarantor of rent and operating expenses, and adds a 3.0% annual rent escalator that neither file carried. A case-insensitive search of this markup returns the string fifty times and every one of them is the CSS class name; stripped of tags and matched case-sensitively it returned zero. The lease itself is still not on file.
A standing condition resolves, which is rarer here than a dated one and is the same operation. HOUSE_STYLE 7.1 is explicit that nothing about an identifier persists across builds, including the letter, so the Sandersville construction financing (R19) takes the next free R number rather than keeping an S. The August 2026 monthly operational update (R18) resolves alongside it. R17 resolved August 20 and both new resolutions are September, so they append and no R number moves, which was checked rather than assumed. Removing the update from the dated sequence shifted eight identifiers; the new Sandersville construction completion card (D9) lands below them, so the two convertible-note cards keep their numbers. 30 dated tokens were rewritten as one simultaneous substitution, and the standing sequence did not move at all, the new Sandersville completion guarantee (S1) taking the slot its predecessor vacated at the same materiality.
All four horizon bands were wrong, and three of them were wrong before this pass touched anything. Measured from the previous stamp of September 7, the fiscal 2026 annual report stood at 2.6 months inside the 3 to 6 band, and the first-quarter results and the annual meeting at 5.0 and 5.8 months inside the 6 to 12 band. Relabelling a band divider does not move it, and the first attempt here rewrote all four labels correctly while leaving every divider in place, so the file briefly declared D1 to D3 in a band physically holding D1 to D2. Every other check passed. A new check comparing each band’s declared contents against the cards that physically follow it is what caught it, and the dividers were then moved.
Two dated catalysts elapsed and neither resolves. The Two Prime revolving facility maturity (D1) passed on September 14 and nothing on EDGAR or in the newsroom says whether it was renewed. The fiscal year end (D2) passed on September 30 and its outcome is the carrying-value assessment that arrives with the annual report. Ledger 4.221(l) governs: an elapsed date is not a resolution, so both are restated where they stand.
The dilution overlay’s organising sentence has gone. It read that the company must find between $1,750M and $2,100M against $202.6M of cash. It found $2,276.0M without issuing a share, so the dilution question the section existed to frame was answered in the one way that does not dilute. What replaces it is leverage: consolidated debt more than doubles to $4,064.2M on an unchanged share count.
Two passages survived this revision saying ERCOT would seek a good cause exception at the August 20 open meeting. It filed the request on August 10 and the Commission granted it on August 20, both of which this same revision recorded elsewhere in the file. The resolved card was written and the prose that contradicts it was not swept, which is a partial sweep of exactly the kind this document warns against.
The audit also has named completion milestones, which no version of this file has carried. ERCOT's presentation to that meeting sets them at pages 12 and 15: December 10, 2026 to file the Batch Zero Eligibility Verification Report and the Community Impact Review Report, and December 17, 2026 for the Commission open meeting that receives them. Loads that do not pass verification, or do not respond, are disqualified from Batch Zero.
A dated catalyst sat in the 0-3 month band as pending when it had resolved eight days before this calendar was stamped. The July 2026 operational update published on August 5; this file is stamped August 13. The reason is mechanical: CleanSpark does not furnish its monthly operational updates on Form 8-K, and all six Form 8-K filings of calendar 2026 were enumerated to establish it. A sweep of the filing index cannot see them, and the entries of 11, 13 and 20 August each reasoned from the index.
A statement in the entry of August 13 was already false when written. It says of the Texas grid review that "None of it is on EDGAR". The Form 10-Q filed August 6, seven days earlier and a filing this pair had absorbed, names the Governor's directive in its Risk Factors.
A standing condition had already ended and only the counterparty said so. The Sandersville bill-of-sale suit settled on July 24, 2026 with dismissal with prejudice, disclosed on August 14 by the other side. CleanSpark has filed nothing on it, before or after. It is now R14.
A capitalisation in the live body was wrong at every basis this file has ever stamped. The Sandersville financing card read "$3.5bn market capitalization". The closest this file has carried is $3.13bn. It now reads $3.26bn and is corrected rather than merely repriced.
Three items left the forward classes and the resolved sequence renumbered, which this file's convention required rather than permitted. Its conventions block states that identifiers are positions rather than names and that resolved items are ordered by the date they completed. Two of the three resolutions predate the existing R14, so they insert rather than append: the settlement of July 24 becomes R14, the July update of August 5 becomes R15, the third-quarter results move R14 to R16, and the PUCT order of August 20 becomes R17. Forty-six identifier tokens moved, applied as one simultaneous substitution because D3 becomes D2 and a sequential pass would collide on its own output. The five identifier tokens in this log are left as written.
The Batch Zero catalyst resolved and falsified its own downside branch. The Commission granted ERCOT the exception on August 20. The branch read that the batch would slip "behind an audit with no completion deadline named"; ERCOT's presentation to that meeting sets completion milestones of December 10 and 17, 2026. CleanSpark is named nowhere in the docket, tested across all 54 filings and both August 20 documents, zero hits against control tokens returning 41 and 142. And both documents said ERCOT "will file" its request; it was filed on August 10, before either document's last revision.
The class action's named next step happened, in the company's favour, and this file carried it as pending for five weeks. On June 30, 2026 the court granted the company's motion to exclude in its entirety the report and opinions of the plaintiffs' sole expert on loss causation and damages, and declined to exclude the construction expert while limiting his testimony. The upside branch fired. The card stays standing and keeps its direction, because "related motion practice remains ongoing" and a certified class remains certified.
A new dated catalyst is written as overdue rather than forthcoming. The August operational update is absent as of this stamp, against 33 consecutive monthly updates from November 2023 to July 2026, none skipped or duplicated, every one between the 3rd and the 7th of the following month. On that record it was due by about September 7. No reason is inferred: a few days' slip in a press release is not evidence of anything, and it would be as wrong to read significance into it as to leave it uncarried.
The reprice. $12.18 to $12.69, up 4.19%, on 256,817,073 shares at August 4, 2026 rather than the 256,608,606 at May 7 the pair had carried while already taking cash, equity and revenue from the filing that superseded it. Capitalisation $3,125.5M to $3,259.0M. The companion report moves the multiples and its own entry sets them out.
What was not carried. The hash rate, production and holdings figures moved and are carried in the companion report, which is where this pair keeps operating metrics; this calendar carries them only where a card turns on them, which is R15 and the new D1. The settlement terms are confidential, so no amount and no payment direction is disclosed by either party and none is inferred from the fact of dismissal.
The contracted book has a more recent figure than this calendar carried. The company's August presentation states 2,110 MW contracted, on its own definition: contracted power at wholly owned or leased sites, excluding non-binding arrangements. The June figure of 1.8 GW is not superseded, because the two are a series and the drawn megawatts are what the row tracks. No catalyst changes state and no date moves.
This deck was nearly missed. The events page answers a plain fetch with a 168 KB page reading “No presentations available”, a false negative rather than an honest gap, and the same host failed the same way on August 3. It took a rendering browser to see it. Nothing here is repriced.
A High-impact dated catalyst was timed to an event the grid operator had already withdrawn. The catalyst then titled ERCOT Batch Zero inclusion decisions (D2) was timed August 2026, and its body stated that applicants are told during that month whether they are in the batch. ERCOT suspended exactly that on August 3, 2026, eight days before this file was stamped, in market notice M-A080326-01: no notification by August 7, no replacement date, and a request for a good cause exception to be filed ahead of the Public Utility Commission of Texas open meeting of August 20, 2026. The suspension follows the Governor's directive of the same day to audit every data center advancing through the interconnection process, with non-compliant projects to be denied grid connection. None of it is on EDGAR, and the sweep behind the previous revision read filings rather than the grid operator's notices.
The Batch Zero catalyst (D2) is retimed to the Commission meeting of August 20, 2026 and renamed for what is now dated, the Batch Zero timeline before the PUCT rather than the inclusion decisions themselves. Confidence moves Medium to High, because the meeting is scheduled and the filing is committed to, while the inclusion outcome it used to name has no date at all. The identifier does not move: August 20 still sorts between the monthly update in the first half of August and the facility maturity on September 14. The card's anchor changed with its title and the reference to it was swept in the same build. The ERCOT Batch Zero final transmission plan (D10), expected in the autumn of 2027, now carries the same qualification.
Repriced to the 12 August close. $14.17 → $12.18, up 5.73% on the session against the one before, on volume of 17,831,990 shares, about 0.82 times the mean of the nine preceding sessions.
No filing moved. Nothing has been filed since the third fiscal quarter report of August 6, 2026, and the issuer's newsroom carries nothing since this file's previous stamp.
Third quarter fiscal 2026 resolved on the first day of the window. Reported August 6, 2026 with the Form 10-Q the same day. Revenue $138.0M, down 30.5% from $198.6M; net loss $239.8M, $0.89 per basic share; Adjusted EBITDA negative $113.0M, improved from negative $377.7M. Carried as third quarter fiscal 2026 results and quarterly report (R14).
Two of the four questions the card asked were answered. Sandersville financing was, the anticipated equity portion being stated as fully funded with long-lead items ordered and pre-paid, and the fleet carrying value was, there being no impairment in the quarter and no useful-life change. Milestone dates and cash cost per mined bitcoin were not disclosed and remain open against the next print.
Cash on hand is restated and the direction depends on the comparison. It reads $202.6M at June 30, 2026 rather than $260.3M at March 31, a fall of $57.7M. The release compares instead to $42.966M at the September 30, 2025 year end, against which it is a rise. Both are true; the sequential figure is the one this file carries.
The filing sweep was rerun and restated. The index holds 752 filings reaching August 6, 2026, against 750 to July 17 at the last as-of. The price was not restruck: the pricing basis stays at the August 4, 2026 close.
Repriced $14.65 → $14.17 on the August 4, 2026 close, down 3.28% on 25.7 million shares against a 22.5 million average. The exchange reported the session closed and after-hours trading in progress when the figure was taken, so the volume test is corroboration rather than the basis. The 2030 notes now sit about 4% below their $14.80 conversion price. The horizon band boundaries do not move, being a convention this document adopted for dividing near from far rather than a measurement.
Analyst coverage now rests on this document's own evidence. The null table had read the coverage figures across from the companion report, which is not a source. The company's investor relations page was read here on August 4, 2026 and enumerates fourteen covering firms, each with one named analyst, with no count stated anywhere on the page. Eleven of those fourteen are named as initial purchasers in one or both convertible note indentures, and one of the eleven, H.C. Wainwright, has been the sole sales agent under every at-the-market equity program the company has run.
The filing sweep reached today and moved nothing. The complete index under Central Index Key 0000827876 holds 750 filings and carries no overflow file, so the whole record sits in one view rather than a recent page of it. Nothing has been filed since the beneficial ownership statement of July 17, 2026, and no dated catalyst resolved.
Known gaps in this version. No research note was read for any of the fourteen covering firms. The capped call counterparties on the 2030 notes are named in the filings only as certain financial institutions and are not established. The remaining gaps are as recorded in the previous entry.
Repriced to the August 3, 2026 close. The 3 August session closed while this file was being assembled, so the basis moves July 31, 2026 → August 3, 2026 and the price $13.76 → $14.65, up 6.47%. The 2030 notes now sit about 1% below their $14.80 conversion price. The sentence describing the interval between the close and the as-of stamp has been removed rather than restated: the two are now the same date, and prose that reasons from the stamp goes false at the next reprice. The horizon band boundaries do not move, being a convention this document adopted for dividing near from far rather than a measurement.
Built from the complete Central Index Key 0000827876 filing record, 750 filings from November 17, 2008 to July 17, 2026, swept across all eighteen form families with exhibit lists enumerated rather than form types alone. The load-bearing documents are the Form 8-K of July 14, 2026 reporting the Sandersville lease, the June 2026 operational update of July 7, 2026, the Form 10-Q for the quarter ended March 31, 2026 filed May 11, 2026, the Form 8-K of March 24, 2026 amending the Series A certificate of designation, and the fiscal 2025 Form 10-K of November 25, 2025. Beneficial ownership was swept under both labels the electronic filing system emits, which surfaced eleven filings since November 13, 2025 that a search on the older label alone returns none of, and those filings supply the whole of the institutional register recorded here. Full-text search of other filers' documents supplied the counterparty litigation from Big Digital Energy's quarterly report of May 14, 2026, which CleanSpark's own filings do not name. Non-SEC sources were ERCOT's published Batch Zero process, the Public Utility Commission of Texas approval as reported by Utility Dive, the Georgia Public Service Commission rule on customers above 100 MW, and press coverage of the New Hampshire conduit bond.
Pricing basis is the Nasdaq close of August 3, 2026 at $14.65, the most recent completed session.
Conventions fixed at construction: identifiers are gapless within each class and are positions rather than names, so catalysts are named by title with the current identifier in parentheses. Anchors are permanent title slugs. Resolved items are ordered by the date they completed rather than the date they began, which is why the exit from hosted mining operations sits at September 30, 2025, when the last capacity was vacated, rather than at the December 2024 expiry. Reporting dates are derived from the company's own filing cadence against a 30 September year end, not from a December year-end assumption.
Known gaps in this version. No conference calendar was checked, so that category reads as not established rather than empty. Individual Form 4 transaction codes were not read, so insider open-market buying is not established either way. Whether the Texas sites lodged ERCOT Batch Zero applications is not on any record read, which is why the inclusion decisions (D2) carry an assumption of participation. Which power regime governs the new 175 MW at Sandersville was not settled. Court dockets were not queried directly, so litigation posture is as of each party's last filing. The lease itself was not filed as an exhibit, so its escalators, milestone schedule and termination triggers rest on the company's summary. The date of the New Hampshire Executive Council vote differs between sources and the newspaper of record returned a rate-limit response rather than content when attempted.