← CleanSpark · FinancingEdit
0.00% Convertible Senior Notes due 2032
Nov 13, 2025 · ClosedTerms of issuance
Instrument
Convertible notes
Principal
$1.15B
Net proceeds
Coupon
Zero coupon
Issue date
Nov 13, 2025
Maturity
2032
Seniority
Conversion ratio
52.1921 shares / $1,000 principal
Settlement
Conversion terms
Reference stock price
Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$19.16
Underlying shares
60,020,877calculated: principal ÷ conversion price, unless directly stated
Dilution %
21.4%calculated: underlying shares ÷ basic shares outstanding as of issue date
Conversion window opens
Early conversion trigger
Early conversion threshold
n/acalculated: conversion price × trigger %
Economic analysis
Effective annual cost
n/acalculated: coupon + capped-call cost amortized over the note's life — needs coupon, maturity, and (if hedged) capped-call cost
Interest savings vs. plain debt
n/anot shown — would require an assumed comparable straight-debt rate, which we do not fabricate
Implied option value / volatility
n/anot shown — would require an assumed volatility input, which we do not fabricate
Breakeven
n/anot shown — would require assumed reinvestment/discount-rate assumptions, which we do not fabricate
Maturity scenarios
Below $19.16Notes redeemed for cash at maturity (or company's election); no dilution.
Above $19.16In the money — full dilution from conversion, no hedge in place.
Context
Shares outstanding (as of issue date)
281,083,382
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
Share repurchase, power/land portfolio expansion, data center infrastructure, repay bitcoin-backed lines of credit, general corporate purposes
Other financing outstanding (excl. this instrument)
Underwritten public offering of common stock at $20.68/share ($188.0M), 0.00% Convertible Senior Notes due 2030 ($650.0M), Coinbase bitcoin-backed line of credit (upsized) ($300.0M), Two Prime bitcoin-backed revolving credit facility ($100.0M), 7.875% senior secured notes due 2031 (CSDC Finance I, LLC) ($2.28B)
— of which existing debt
$3.51B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none
Sources
PricedCleanSpark prices upsized $1.15 billion of 0.00% convertible senior notes due 2032
Nov 10, 2025ClosedCleanSpark closes $1.15 billion of 0.00% convertible senior notes due 2032
Nov 13, 2025