CLEANSPARK, INC. 10-K

Item 9A. Controls and Procedures EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2025. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2025. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles (“U.S. GAAP”). ICFR includes policies and procedures that (i) maintain records in reasonable detail that accurately and fairly reflect transactions and dispositions of assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized use, acquisition, or disposition of assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our Chief Executive Officer and our Chief Financial Officer conducted an evaluation of the effectiveness of ICFR as of September 30, 2025, based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of September 30, 2025. SUCCESSFUL REMEDIATION OF PRIOR YEAR MATERIAL WEAKNESSES As of September 30, 2024, we identified material weaknesses in our ICFR related to the design and operation of internal controls in the following areas: • Material Weakness #1 - The Company did not design and maintain effective information systems general controls over program change management, logical access and segregation of duties for our general ledger. Specifically, we did not maintain documentation to support the operation of our controls over change management for the Company’s general ledger, and the assignment or permissions to users which allowed certain users to create new users and assign those users existing predefined roles in the general ledger, which could result in an override of existing internal controls over financial reporting. The existence of this material weakness affected the design of internal controls related to various assertions in certain financial statement line items such that internal controls were not effective for cash and cash equivalents, bitcoin, receivable from bitcoin collateral, note receivable from GRIID, property and equipment, deposits on miners, accounts payable, accrued liabilities, loans payable, deferred income taxes, stockholders' equity, bitcoin mining revenue, cost and expenses, share-based payments, and income tax expense. • Material Weakness #2 - The Company did not design and maintain effective controls to address the accounting for property plant and equipment, and deposits on miners. 63 • Material Weakness #3 - The Company did not design and maintain effective controls over payroll, including controls over the use of information from its third-party payroll service provider, maintaining appropriate segregation of duties and processing of payroll. • Material Weakness #4 - The Company did not design and maintain effective controls to safeguard cash that could result in the issuance of cashier's checks without any independent oversight. Throughout the current fiscal year, we completed the implementation and testing of the remediation measures designed to address these material weaknesses. These remediation actions taken to address the material weaknesses included the following: Material Weakness #1 • Removed users’ access within the general ledger system that allowed a user to create users and also perform accounting transactions. Updated roles in the general ledger system to ensure no actively assigned roles have ability to create users and perform accounting functions; • Implemented monthly reviews of user access logs by individuals who do not perform accounting transactions in the general ledger; • Redesigned and implemented relevant complementary user entity controls identified in third-party service organization system organization and control reports; • Expanded the management and governance over IT system controls, including the hiring of a Systems Analyst and an IT Analyst; • Redesigned and implemented controls over the completeness and accuracy of information used in the operation of controls, including data used in the preparation of condensed consolidated financial statements; • Redesigned and implemented controls over logical access, including user access provisioning, termination, and periodic review for all financial reporting systems; Material Weakness #2 • Redesigned and implemented controls related to the counting of received property, plant and equipment; • Designed and implemented controls over the completeness and accuracy of information used in the operation of controls, including data used in the preparation of condensed consolidated financial statements; • Implemented controls related to the miner receiving process to ensure adequate documentation is maintained to support the accounting for miners in transit and period-end balances; and • Conducted training related to documentation, policies and procedures for shipping, receiving and counting of property, plant and equipment. 64 Material Weakness #3 • Enhanced and formalized the access provisioning process for role assignments to require that access requests are adequately documented and approved by authorized personnel prior to granting access. Enhanced the review procedures of third-party service provider audit logs to detect any unauthorized changes; • Restricted administrator access to individuals who do not have responsibility to process, approve or submit payroll. Enhanced and formalized the access provisioning process for role assignments to require that access requests are adequately documented and approved by authorized personnel prior to granting access; • Redesigned and implemented controls to address segregation of duties issues when processing, approving and submitting payroll. Implemented monthly user access review procedures to ensure the proper roles and permissions were granted to ensure those with ability to create or modify user assignments are not able to approve and process payroll; • Implemented a control to ensure that any changes made to the final payroll once approved for processing were appropriate and supported with proper documentation; • Implemented procedures for timely review of the third-party payroll provider SOC report; Material Weakness #4 • Designed and implemented a control to require two approval signatures for cashier check requests, including notifying the bank to require two authorized signatories prior to processing; • Enhanced the design of controls related to the issuance of cashier checks to ensure that each cashier check includes proper supporting documentation and is in compliance with the Company's internal authorization policy; Based on the remediation efforts and results of management’s testing, we have concluded that the material weaknesses identified as of September 30, 2024, were fully remediated as of September 30, 2025. ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM BDO USA, P.C., our independent registered public accounting firm, which also audited our consolidated financial statements included in this Report, issued an unqualified opinion on the effectiveness of our internal control over financial reporting as of September 30, 2025, which appears in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING In the fourth quarter of our fiscal year ended September 30, 2025, the Company implemented controls relating to our digital asset management activities in order to address the risk of misstatement, unauthorized access, mis-appropriation of digital assets, and tax basis tracking of bitcoin and to ensure that transactions, valuations and disclosures relating to those assets are properly authorized, recorded, processed and reported. Other than these additional internal controls on digital asset management and the changes in connection with our implementation of the material weakness remediation plan discussed above, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting. 65 Item 9B. Other Information Indemnification agreement related to lost share certificate of officer and director On November 24, 2025, the Company provided an indemnity to Securities Transfer Corporation, the Company’s registered transfer agent (the “Transfer Agent”), in connection with the issuance of share certificates to replace lost, misplaced or stolen share certificates (the “Lost Certificates”) originally issued to the S M Schultz Irrevocable Trust (the “Trust”). S. Matthew Schultz, the Company’s Executive Chairman, is the Grantor of the Trust. On the same date, Mr. Schultz and the Trust entered into an indemnification agreement (the “Indemnification Agreement”) with the Company pursuant to which each of Mr. Schultz and the Trust jointly and severally indemnified the Company against any losses arising from the Lost Certificates or the replacement of the Lost Certificates and agreed to reimburse the Company for any payments the Company may make pursuant to the Company's indemnification obligations to the Transfer Agent. The Lost Certificates represent 480,000 shares of the Company's common stock, which are valued at $5,510 based on the closing sale price of the Company’s common stock on November 24, 2025. As of November 24, 2025, none of the Company, Mr. Schultz or the Trust have incurred any liabilities in connection with indemnification obligations described herein. The foregoing summary of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.75 attached hereto and incorporated by reference herein. Director and officer indemnification agreements The Company has entered into customary indemnification agreements with each of its directors and executive officers, effective as of November 21, 2025. Each indemnification agreement provides that, subject to limited exceptions, the Company will indemnify each such director and executive officer to the fullest extent permitted by Nevada law, and upon the other undertakings set forth in the indemnification agreement, for claims arising in such person’s capacity as the Company’s director and/or officer. A copy of the form of indemnification agreements for directors and officers is filed with this Annual Report on Form 10-K as Exhibit 10.76 and is incorporated herein by reference, and the foregoing description of the indemnification agreement is qualified in its entirety by reference thereto. None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal year ended September 30, 2025. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 66 PART III Item 10. Directors, Executive Officers, and Corporate Governance Information required by Item 10 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 11. Executive Compensation The information required by Item 11 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 14. Principal Accounting Fees and Services The information required by Item 14 is incorporated by reference from the Company’s definitive proxy statement, to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. 67 PART IV Item 15. Exhibits and Financial Statement Schedules 1. Financial Statements. The consolidated financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K beginning on page F-2. 2. Exhibits required to be filed by Item 601 of Regulation S-K. The information called for by this Item is incorporated by reference from the Index to Exhibits included in this Annual Report on Form 10-K. Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 2.1 Agreement and Plan of Merger by and between the Company and Pioneer Critical Power, Inc., dated January 22, 2019 8-K 000-53498 2.1 January 24, 2019 2.2 † Agreement and Plan of Merger, dated as of December 9, 2020, by and among CleanSpark, Inc., ATL Data Centers LLC, CLSK Merger Sub, LLC and the Sellers 8-K 001-39187 2.1 December 10, 2020 2.3† Agreement and Plan of Merger, dated as of February 23, 2021, by and among CleanSpark, Inc., CLSK SWS Merger Sub, Inc., Solar Watt Solutions, Inc., and the Sellers. 8-K 001-39187 10.1 February 24, 2021 2.4† Agreement and Plan of Merger, dated June 26, 2024, by and among CleanSpark, Inc., Tron Merger Sub, Inc. and GRIID Infrastructure Inc. 8-K 001-39187 2.1 June 27, 2024 3.1 Conformed Copy of First Amended and Restated Articles of Incorporation of CleanSpark, Inc., as amended through October 28, 2024 8-K 001-39187 3.1 February 6, 2025 3.2 Second Amended and Restated Bylaws of CleanSpark, Inc., dated September 26, 2025 8-K 001-39187 3.1 September 26, 2025 3.3 Certificate of Designation of Series A Preferred Stock, dated April 15, 2015 8-K 000-53498 3.2 April 16, 2015 3.4 Certificate of Amendment to Certificate of Designation of Series A Preferred Stock, dated October 9, 2019 8-K 000-53498 3.1 October 9, 2019 3.5 Certificate of Designation of Series X Preferred Stock, dated August 30, 2024 8-K 001-39187 3.1 August 30, 2024 4.1 Description of Registered Securities X 4.2 Amended and Restated Warrant Agreement, dated November 8, 2024, by and between CleanSpark, Inc. and Securities Transfer Corporation 8-A 001-39187 4.1 November 8, 2024 4.3 Form of Warrant Certificate (included in Exhibit 4.2) 8-A 001-39187 4.2 November 8, 2024 4.4 Indenture, dated as of December 17, 2024, by and between CleanSpark, Inc. and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.00% Convertible Senior Notes due 2030 8-K 001-39187 4.1 December 17, 2024 4.5 Form of Note Representing the 0.00% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.4) 8-K 001-39187 4.2 December 17, 2024 4.6 Indenture, dated as of November 13, 2025, between CleanSpark, Inc. and U.S. Bank Trust Company, National Association, as trustee, relating to the 0.00% Convertible Senior Notes due 2032 8-K 001-39187 4.1 November 13, 2025 4.7 Form of note representing the 0.00% Convertible Senior Notes due 2032 (included as Exhibit A to Exhibit 4.6) 8-K 001-39187 4.2 November 13, 2025 10.1+ CleanSpark, Inc. 2017 Equity Incentive Plan S-8 333-218831 10.12 June 19, 2017 10.2 Non-Competition and Non-Solicitation Agreement, dated January 22, 2019 8-K 000-53498 10.2 January 24, 2019 10.3 Indemnity Agreement, dated January 22, 2019 8-K 000-53498 10.3 January 24, 2019 10.4 Contract Manufacturing Agreement, dated January 22, 2019 8-K 000-53498 10.4 January 24, 2019 10.5† Memorandum of Understanding, dated as of November 5, 2019 8-K 000-53498 10.1 November 12, 2019 10.6 Securities Purchase Agreement, dated as of November 6, 2019 8-K 000-53498 10.2 November 12, 2019 68 10.7 Promissory Note, dated as of May 7, 2020 8-K 001-39187 10.1 May 20, 2020 10.8+ First Amendment to CleanSpark, Inc. 2017 Equity Incentive Plan, dated as of October 7, 2020 DEF 14C 000-53498 Appendix B July 28, 2020 10.9 Non-Fixed Price Sales and Purchase Agreement between CleanSpark, Inc. and Bitmain Technologies Limited, dated April 14, 2021 10-Q 001-39187 10.1 May 6, 2021 10.10 Form of Hardware Purchase & Sales Agreement 10-Q 001-39187 10.2 May 6, 2021 10.11 Form of Future Sales Agreement 10-Q 001-39187 10.3 May 6, 2021 10.12 Form of Agreement for Sale of Equipment 10-Q 001-39187 10.4 May 6, 2021 10.13† Coinmint Colocation Mining Services Agreement, by and between CleanBlok, Inc. and Coinmint, LLC, dated July 1, 2021 10-Q 001-39187 10.11 August 16, 2021 10.14+ Second Amendment to CleanSpark, Inc. 2017 Incentive Plan, dated September 17, 2021 8-K 001-39187 10.1 September 17, 2021 10.15† Electrical Services Agreement between CleanBlok, Inc. and Georgia Power Company, dated October 1, 2021 10-K 001-39187 10.40 December 14, 2021 10.16 Form of Future Sales and Purchase Agreement 10-K 001-39187 10.41 December 14, 2021 10.17 Lease Agreement, by and between CleanSpark, Inc. and ANC Corporate Center & Paseo Verde, LLC, dated August 26, 2021 10-K 001-39187 10.42 December 14, 2021 10.18 Master Equipment Financing Agreement by and between CleanSpark, Inc. and Trinity Capital Inc. dated as of April 22, 2022 8-K 001-39187 10.1 April 26, 2022 10.19 Form of Equipment Financing Schedule by and between CleanSpark, Inc. and Trinity Capital Inc. 8-K 001-39187 10.2 April 26, 2022 10.20 Hosting Agreement by and between CleanSpark, Inc. and Lancium LLC, dated as of March 29, 2022 10-Q 001-39187 10.3 May 10, 2022 10.21 Purchase and Sale Agreement by and between CSRE Properties Washington, LLC, SPRE Commercial Group, Inc. F/K/A, WAHA, Inc. and WAHA Technologies, Inc., dated as of August 5, 2022 10-Q 001-39187 10.3 August 10, 2022 10.22 Equipment Purchase and Sale Agreement by and between CleanSpark DW, LLC and WAHA Technologies, Inc., dated as of August 5, 2022 10-Q 001-39187 10.4 August 10, 2022 10.23 First Amendment to Purchase and Sale Agreement by and between CSRE Properties Washington, LLC and SPRE Commercial Group, Inc. f/k/a WAHA, Inc., dated as of August 17, 2022 8-K 001-39187 10.1 August 23, 2022 10.24 Sales and Purchase Agreement entered into by and between CleanSpark, Inc. and Crypt Solutions, Inc. on September 1, 2022 8-K 001-39187 10.1 September 7, 2022 10.25† Purchase and Sale Agreement, dated as of September 8, 2022, by and among CSRE Properties Sandersville, LLC, Luna Squares LLC, Mawson Infrastructure Group, Inc. and the Company 8-K 001-39187 10.1 September 9, 2022 10.26† Equipment Purchase and Sale Agreement, dated as of September 8, 2022, by and among CleanSpark GLP, LLC, Cosmos Infrastructure, LLC and Mawson Infrastructure Group, Inc. 8-K 001-39187 10.2 September 9, 2022 10.27+ Form of Restricted Stock Unit Award Agreement 8-K 001-39187 10.4 September 14, 2022 10.28+ Form of Performance-Based Stock Unit Award Agreement 8-K 001-39187 10.5 September 14, 2022 10.29 First Amendment to Purchase and Sale Agreement, dated as of October 3, 2022, by and among CSRE Properties Sandersville, LLC, Luna Squares LLC, Mawson Infrastructure Group, Inc. and the Company. 8-K 001-39187 10.3 October 11, 2022 10.30 Secured Promissory Note of CSRE Properties Sandersville, LLC dated October 5, 2022. 8-K 001-39187 10.4 October 11, 2022 10.31 Sales and Purchase Agreement entered into by and between CleanSpark, Inc. and Crypt Solutions, Inc. on February 15, 2023 8-K 001-39187 10.1 February 16, 2023 10.32+ Amendment to 2017 Incentive Plan, dated March 8, 2023 8-K 001-39187 10.1 March 9, 2023 69 10.33 Future Sales and Purchase Agreement entered into by and between CleanSpark, Inc. and Bitmain Technologies Delaware Limited on April 6, 2023 8-K 001-39187 10.1 April 11, 2023 10.34 Future Sales and Purchase Agreement entered into by and between CleanSpark, Inc. and Bitmain Technologies Delaware Limited on May 26, 2023 8-K 001-39187 10.1 June 1, 2023 10.35 Membership Interest Purchase Agreement, dated June 16, 2023, by and among Coinmaker Miners LLC, CleanSpark, Inc., Coinmaker Miners Limited and Makerstar Capital, Inc. 8-K 001-39187 10.1 June 21, 2023 10.36 Future Sales and Purchase Agreement entered into by and between CleanSpark, Inc. and BITMAIN TECHNOLOGIES DELAWARE LIMITED on October 6, 2023 8-K 001-39187 10.1 October 11, 2023 10.37 At the Market Offering Agreement, dated January 5, 2024, by and between CleanSpark, Inc. and H.C. Wainwright & Co., LLC S-3ASR 333-276409 1.2 January 5, 2024 10.38 Future Sales and Purchase Agreement, dated January 6, 2024, by and between CleanSpark, Inc. and Bitmain Technologies Delaware Limited 8-K 001-39187 10.1 January 8, 2024 10.39 Membership Interest Purchase Agreement, dated February 2, 2024, by and between CSRE Properties Dalton, LLC and Eyas Investment Group Limited 8-K 001-39187 10.1 February 6, 2024 10.40 Purchase and Sale Agreement, dated February 2, 2024, by and between CSRE Properties Dalton, LLC and Makerstar Capital, Inc. 8-K 001-39187 10.2 February 6, 2024 10.41 Construction Management Services Agreement, dated February 2, 2024, by and between CSRE Properties Dalton, LLC and Makerstar Capital, Inc. 8-K 001-39187 10.3 February 6, 2024 10.42 Purchase and Sale Agreement with MIPA Exhibit, dated February 5, 2024, by and between CSRE Properties Mississippi, LLC and Makerstar Capital, Inc. 8-K 001-39187 10.4 February 6, 2024 10.43 Amendment No. 1 to the At the Market Offering Agreement, dated March 28, 2024, by and between CleanSpark, Inc. and H.C. Wainwright & Co., LLC 8-K 001-39187 1.1 March 28, 2024 10.44 Supplemental Agreement to Future Sales and Purchase Agreement, dated April 8, 2024, by and between CleanSpark, Inc. and Bitmain Technologies Delaware Limited 8-K 001-39187 10.1 April 12, 2024 10.45 Option Exercise Notice from CleanSpark, Inc. to Bitmain Technologies Delaware Limited, dated April 9, 2024 8-K 001-39187 10.2 April 12, 2024 10.46 Purchase and Sale Agreement, dated May 8, 2024, by and between CSRE Properties Wyoming, LLC and MineOne Wyoming Data Center, LLC 8-K 001-39187 10.1 May 9, 2024 10.47 Purchase and Sale Agreement for Parcel 1, dated May 29, 2024, by and between CSRE Properties Wyoming, LLC and MineOne Wyoming Data Center, LLC 8-K 001-39187 10.1 May 31, 2024 10.48 Purchase and Sale Agreement for Parcel 2, dated May 29, 2024, by and between CSRE Properties Wyoming, LLC and MineOne Wyoming Data Center, LLC 8-K 001-39187 10.2 May 31, 2024 10.49 Asset Purchase Agreements, dated June 17, 2024 8-K 001-39187 10.1 June 20, 2024 10.50† Credit Agreement, dated June 26, 2024, by and among CleanSpark, Inc., GRIID Infrastructure Inc., and the other loan parties from time to time party thereto 8-K 001-39187 10.1 June 27, 2024 10.51 Form of Voting Agreement, dated June 26, 2024 8-K 001-39187 10.2 June 27, 2024 10.52† Colocation Mining Services Agreement, dated June 26, 2024, by and between CleanSpark, Inc. and GRIID Infrastructure Inc. 8-K 001-39187 10.3 June 27, 2024 70 10.53† Amended and Restated Credit Agreement, dated August 2, 2024, by and among CleanSpark, Inc., GRIID Infrastructure Inc., and the other loan parties from time to time party thereto 8-K 001-39187 10.1 August 5, 2024 10.54† Future Sales and Purchase Agreement, dated August 4, 2024, by and between CleanSpark, Inc. and Bitmain Technologies Delaware Limited 10-Q 001-39187 10.13 August 9, 2024 10.55 Master Loan Agreement, dated August 7, 2024, by and between Coinbase Credit, Inc. and CleanSpark, Inc. 10-Q 001-39187 10.14 August 9, 2024 10.56 Subscription and Investment Representation Agreement, dated August 30, 2024, by and between CleanSpark, Inc. and Thomas L. Wood 8-K 001-39187 10.1 August 30, 2024 10.57† Membership Interest Purchase Agreement, dated September 10, 2024, by and between Exponential Digital, LLC and CleanSpark TN, LLC 8-K 001-39187 10.1 September 11, 2024 10.58† Membership Interest Purchase Agreement, dated September 10, 2024, by and between Exponential Digital, LLC and CleanSpark TN, LLC 8-K 001-39187 10.2 September 11, 2024 10.59† Membership Interest Purchase Agreement, dated September 10, 2024, by and between Exponential Digital, LLC and CleanSpark TN, LLC 8-K 001-39187 10.3 September 11, 2024 10.60† Real Estate Purchase and Sale Agreement, dated September 10, 2024, by and between US Farms & Mining, Inc. and CSRE Properties Tennessee, LLC 8-K 001-39187 10.4 September 11, 2024 10.61† Membership Interest Purchase Agreement, dated September 16, 2024, by and between Eyas Investment Group Limited and CSRE Properties Mississippi, LLC 8-K 001-39187 10.1 September 17, 2024 10.62† Real Estate Purchase and Sale Agreement, dated September 16, 2024, by and between Makerstar Capital, Inc. and CSRE Properties Mississippi, LLC 8-K 001-39187 10.2 September 17, 2024 10.63† Construction Management Services Agreement, dated September 16, 2024, by and between Beast Power, Inc. and CSRE Properties Mississippi, LLC 8-K 001-39187 10.3 September 17, 2024 10.64+ Employment Agreement by and between CleanSpark, Inc. and Brian Carson, dated October 1, 2024 8-K 001-39187 10.1 October 3, 2024 10.65 Form of Capped Call Confirmations 8-K 001-39187 10.1 December 17, 2024 10.66 Master Loan Agreement, dated April 14, 2025, by and among Coinbase Credit, Inc., Coinbase, Inc. and CleanSpark, Inc. 8-K 001-39187 10.1 April 16, 2024 10.67+† Separation and General Release Agreement between the Company and Zachary K. Bradford dated August 10, 2025. 8-K 001-39187 10.1 August 11, 2025 10.68+ Employment Agreement by and between CleanSpark, Inc. and S. Matthew Schultz, dated September 4, 2025. 8-K 001-39187 10.1 September 8, 2025 10.69+ Employment Agreement by and between CleanSpark, Inc. and Gary A. Vecchiarelli, dated September 4, 2025. 8-K 001-39187 10.2 September 8, 2025 10.70+ Employment Agreement by and between CleanSpark, Inc. and Scott E. Garrison, dated September 4, 2025. 8-K 001-39187 10.3 September 8, 2025 10.71+ Employment Agreement by and between CleanSpark, Inc. and Taylor Monnig, dated September 4, 2025. 8-K 001-39187 10.4 September 8, 2025 10.72+ Employment Agreement by and between CleanSpark, Inc. and Brian J. Carson, dated September 4, 2025. 8-K 001-39187 10.5 September 8, 2025 10.73 Coinbase Side Letter, dated September 18, 2025. 8-K 001-39187 10.1 September 23, 2025 10.74† Two Prime Master Loan Agreement, dated September 19, 2025. 8-K 001-39187 10.1 September 25, 2025 10.75 Indemnification Agreement, dated November 24, 2025, by and among Mr. Shultz, the S M Schultz Irrevocable Trust and the Company X 71 10.76 Form of Director and Officer Indemnification Agreement X 19.1 CleanSpark, Inc. Insider Trading Policy X 21.1 List of Subsidiaries X 23.1 Consent of Malone Bailey, LLP X 23.2 Consent of BDO USA, P.C. X 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 CleanSpark, Inc. Executive Officer Incentive Compensation Recoupment (Clawback) Policy X 101 INS** Inline XBRL Instance Document 101 SCH** Inline XBRL Taxonomy Extension Schema Document 101 CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document 101 LAB** Inline XBRL Taxonomy Extension Label Linkbase Document 101 PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document 101 DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document 104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments) * These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. ** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. + Indicates management contract or compensatory plan. † Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K. 72 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CLEANSPARK, INC. By: /s/ S. Matthew Schultz S. Matthew Schultz Chairman and Chief Executive Officer (Principal Executive Officer) November 25, 2025 By: /s/ Gary A. Vecchiarelli Gary A. Vecchiarelli President and Chief Financial Officer (Principal Financial Officer) November 25, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: By: /s/ S. Matthew Schultz S. Matthew Schultz Chairman and Chief Executive Officer (Principal Executive Officer) November 25, 2025 By: /s/ Gary A. Vecchiarelli Gary A. Vecchiarelli President and Chief Financial Officer (Principal Financial Officer) November 25, 2025 By: /s/ Brian Carson Brian Carson Chief Accounting Officer (Principal Accounting Officer) November 25, 2025 By: / s/ Larry McNeill Larry McNeill Director November 25, 2025 By: /s/ Roger Beynon Roger Beynon Director November 25, 2025 By: /s/ Dr. Thomas Wood Dr. Thomas Wood Director November 25, 2025 By: / s/ Amanda Cavaleri Amanda Cavaleri Director November 25, 2025 73