CleanSpark, Inc. (Nasdaq: CLSK) announced that its wholly owned subsidiary, CSDC Finance I, LLC, intends to offer $2.227 billion in aggregate principal amount of senior secured notes due 2031, according to a company press release dated Sept. 17, 2026.

The notes will be offered in a private placement to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S of the Securities Act of 1933. The offering is subject to market conditions, and the company provided no assurance regarding whether, when, or on what terms it may be completed.

CleanSpark said it plans to use the net proceeds to finance the remaining buildout of its Sandersville Facility, reimburse the company for prior equity contributions made toward that facility, and fund debt service reserves.

The notes will be fully and unconditionally guaranteed by CSRE Properties Sandersville, LLC, a wholly owned direct subsidiary of CSDC Finance I, LLC. The notes will be secured by first-priority liens on substantially all assets of the issuer and guarantor, as well as all equity interests of the issuer held by its direct parent, CSDC Holdings I, LLC.

CleanSpark will also provide a completion guarantee for the Sandersville Facility, committing to fund the issuer as needed to ensure timely completion if note proceeds prove insufficient.

The notes have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption.