CLEANSPARK, INC. 8-K

What Happened

• CleanSpark, Inc. filed an 8-K (effective March 20, 2026; filed March 24, 2026) to announce a First Amended and Restated Certificate of Designation for its Series A Preferred Stock. The amendment eliminates the existing quarterly dividend (previously 2% of the Company’s earnings before interest, taxes and amortization) and replaces it with a one‑time Special Final Preferred Dividend of $17.1428571428571 per Series A share. The Board (excluding S. Matthew Schultz and Larry McNeill) approved the amendment, and it was also approved by the Series A holders.

Key Details

• Special Final Preferred Dividend: $17.1428571428571 per share, payable to Series A holders of record as of March 19, 2026; payment expected on or about March 24, 2026.
• Elimination of ongoing dividend: Quarterly dividend calculated as 2% of the Company’s earnings before interest, taxes and amortization has been eliminated.
• Voting and conversion: Each Series A share remains entitled to 45 votes; upon a Change of Control Event each Series A share will automatically convert into 3 shares of common stock. Voting rules for Series A shares were clarified based on holder ownership and Board recommendation.
• Series A holders named in the filing: S. Matthew Schultz (Chairman & CEO), Larry McNeill (director), Celtic, LLC (controlled by Schultz and McNeill) and Zachary K. Bradford (former CEO).

Why It Matters

• For investors, the amendment replaces an ongoing preferred dividend stream with a one‑time cash payment, ending future Series A dividend entitlements.
• The conversion and voting provisions affect how Series A shares may influence corporate control and common share count in a Change of Control event and retain substantial voting weight today (45 votes per preferred share).
• The immediate cash payment (record date March 19, 2026; expected payment ~March 24, 2026) is a concrete near‑term impact on the company’s cash flows and on the economics for holders of the Series A preferred.