CleanSpark, a leading Bitcoin (BTC) mining company, has announced a $1.15 billion convertible senior notes offering. The firm plans to use the proceeds to strengthen its mining operations, expand its infrastructure, and repurchase shares.
The announcement comes amid record-high Bitcoin network difficulty and mounting pressure on miners as revenues tighten.
CleanSpark Seeks to Expand Mining Footprint With New Capital
According to the company’s statement, the convertible senior notes will be sold in a private placement to qualified institutional buyers under Rule 144A of the Securities Act. The notes will initially convert at a rate of 52.1832 shares per $1,000, equivalent to a conversion price of approximately $19.16 per share. This represents a 27.5% premium over CleanSpark’s $15.03 closing price on November 10.
CleanSpark has also granted the initial purchasers a 13-day option to buy an additional $150 million of notes. The offering is expected to close on November 13, 2025, subject to customary closing conditions.
“The Company anticipates that the aggregate net proceeds from the offering of Convertible Notes will be approximately $1.13 billion (or approximately $1.28 billion if the initial purchasers exercise in full their option to purchase additional Convertible Notes),” the press release read.
The company plans to allocate roughly $460 million of that sum toward repurchasing common stock from investors participating in the offering at $15.03 per share. At the same time, the remaining funds will support the expansion of CleanSpark’s power and land portfolio, the development of data center infrastructure, and the repayment of Bitcoin-backed credit lines.
The convertible notes, which will not bear interest, mature on February 15, 2032, unless earlier converted, redeemed, or repurchased.
Bitcoin Mining Output Slows as Difficulty Peaks
The move comes amid a steady decline in CleanSpark’s mining output over recent months. The company produced 612 Bitcoins in October, down from 706 in March. Output also fell month-over-month, dropping from 629 Bitcoins in September.
The average daily production slipped to 19.75 Bitcoins in October, compared to 20.95 in the previous month. This trend wasn’t isolated. BeInCrypto highlighted that firms like Cango and Riot Platforms also saw a similar slowdown.
The dip coincides with rising network difficulty. According to the latest data, Bitcoin’s mining difficulty surged to a record high of 155.97 trillion in late October 2025, marking a 6.31% increase from the previous adjustment.
Bitcoin Network Difficulty. Source: Mempool
Meanwhile, hashprice revenue, the income miners earn per unit of computational power, fell to around $41 in early November, the lowest level since April 2025. The decline highlights how increasing difficulty and dropping prices are squeezing miner profitability across the board.
