CLEANSPARK, INC., 10-Q filed on 5/11/2026
Quarterly Report
v3.26.1
Cover - shares
 6 Months Ended
Mar. 31, 2026
May 07, 2026
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2026  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2026  
Current Fiscal Year End Date --09-30  
Securities Act File Number 001-39187  
Entity Registrant Name CleanSpark, Inc.  
Entity Central Index Key 0000827876  
Entity Tax Identification Number 87-0449945  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 10624 S. Eastern Ave  
Entity Address, Address Line Two Suite A - 638  
Entity Address, City or Town Henderson  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89052  
City Area Code 702  
Local Phone Number 989-7692  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   256,608,606
Common Stock [Member]    
Document Information [Line Items]    
Title of 12(b) Security Common Stock, par value $0.001 per share  
Trading Symbol CLSK  
Security Exchange Name NASDAQ  
Warrant    
Document Information [Line Items]    
Title of 12(b) Security Redeemable warrants, each exercisable for 0.069593885 shares of common stock at an exercise price of $165.24 per whole share  
Trading Symbol CLSKW  
Security Exchange Name NASDAQ  
v3.26.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Thousands
Mar. 31, 2026
Sep. 30, 2025
Current assets    
Cash and cash equivalents $ 260,287 $ 42,966
Restricted cash 3,213 3,490
Prepaid expense and other current assets 47,651 11,875
Bitcoin - current 674,447 966,829
Receivable from bitcoin collateral 111,940 294,648
Derivative investments 1,499 233
Total current assets 1,099,037 1,320,041
Bitcoin - noncurrent 138,774 222,614
Property and equipment, net 1,333,617 1,363,681
Operating lease right of use assets 5,324 4,254
Intangible assets, net 4,291 5,849
Deposits on miners and mining equipment 137,416 112,037
Other long-term assets 63,384 23,497
Goodwill 131,658 131,658
Total assets 2,913,501 3,183,631
Current liabilities    
Accounts payable 18,058 15,159
Accrued liabilities 101,531 117,544
Other current liabilities 10,994 6,096
Current portion of debt 2,485 176,570
Dividends payable 0 396
Total current liabilities 133,068 315,765
Long-term liabilities    
Long-term debt, net of current portion, debt discount and debt issuance costs 1,788,196 644,586
Deferred income taxes 3,566 44,872
Other long-term liabilities 2,511 3,281
Total liabilities 1,927,341 1,008,504
Stockholders' equity    
Preferred stock; $0.001 par value; 10,000,000 shares authorized: Series A shares; 2,000,000 authorized; 1,750,000 issued and outstanding (liquidation preference $0.02 per share) 2 2
Common stock; $0.001 par value; 600,000,000 shares authorized; 298,964,590 and 296,087,533 shares issued; 256,599,199 and 284,327,598 shares outstanding, respectively 299 296
Additional paid-in capital 2,506,997 2,445,723
Accumulated deficit (912,948) (125,894)
Treasury stock at cost; 42,365,391 and 11,759,935 shares held, respectively (608,190) (145,000)
Total stockholders' equity 986,160 2,175,127
Total liabilities and stockholders' equity $ 2,913,501 $ 3,183,631
v3.26.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2026
Sep. 30, 2025
Preferred Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common stock, shares authorized 600,000,000 600,000,000
Common stock, shares issued 298,964,590 296,087,533
Common stock, shares outstanding 256,599,199 284,327,598
Treasury stock, shares 42,365,391 11,759,935
Series A Preferred Stock [Member]    
Preferred stock, shares authorized 2,000,000 2,000,000
Preferred stock, shares issued 1,750,000 1,750,000
Preferred stock, shares outstanding 1,750,000 1,750,000
liquidation preference $ 0.02 $ 0.02
v3.26.1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Revenues, net        
Bitcoin mining revenue, net $ 136,408 $ 181,712 $ 317,588 $ 344,018
Costs and expenses        
Cost of revenues (exclusive of depreciation and amortization) 81,691 85,424 177,312 155,714
Professional fees 9,652 2,983 15,058 6,868
Payroll expenses 24,922 15,255 48,707 36,124
General and administrative expenses 16,105 11,736 31,547 21,790
Loss (gain) on disposal of assets 3,990 (2,230) 3,767 (3,021)
Loss (gain) on fair value of bitcoin, net 224,107 127,667 470,939 (90,539)
Depreciation and amortization 115,881 78,901 222,192 145,130
Indirect tax contingency expenses 1,731   4,893 0
Impairment expense - fixed assets 0 0 1,398 0
Impairment expense - other 4,008 0 4,008 0
Total costs and expenses 482,087 319,736 979,821 272,066
(Loss) income from operations (345,679) (138,024) (662,233) 71,952
Other (expense) income        
(Loss) gain on bitcoin collateral (38,838) 0 (142,458) 42,493
(Loss) gain on derivative securities, net (4,840) (4,741) 6,955 (1,119)
Interest income 3,072 2,014 5,257 3,490
Interest expense (2,054) (1,267) (5,750) (2,826)
Other income (expense) 105 183 (131) 183
Total other (expense) income (42,555) (3,811) (136,127) 42,221
(Loss) income before income tax (benefit) expense (388,234) (141,835) (798,360) 114,173
Income tax (benefit) expense (9,891) (3,043) (41,306) 6,174
(Loss) income from operations (378,343) (138,792) (757,054) 107,999
Net (loss) income (378,343) (138,792) (757,054) 107,999
Preferred stock dividends, including deemed dividend 30,000 0 30,000 5,141
Net (loss) income attributable to common shareholders (408,343) (138,792) (787,054) 102,858
Other comprehensive income, net of tax 0 2,946 0 2,978
Total comprehensive (loss) income attributable to common shareholders $ (408,343) $ (135,846) $ (787,054) $ 105,836
(Loss) income from operations per common share - basic $ (1.52) $ (0.49) $ (2.86) $ 0.36
Weighted average common shares outstanding - basic 267,827,913 280,853,882 274,726,414 282,722,198
(Loss) income from operations per common share - diluted $ (1.52) $ (0.49) $ (2.86) $ 0.34
Weighted average common shares outstanding - diluted 267,827,913 280,853,882 274,726,414 308,336,536
v3.26.1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($)
$ in Thousands
Total
Preferred Stock [Member]
Common Stock [Member]
Treasury Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Other Comprehensive Income [Member]
Accumulated Deficit [Member]
Beginning balance, value at Sep. 30, 2024 $ 1,760,841 $ 3 $ 271 $ (0) $ 2,239,367 $ 418 $ (479,218)
Beginning balance, shares at Sep. 30, 2024   2,750,000 270,897,784        
Options and restricted stock units issued for services, value 6,121       6,121    
Options and restricted stock units issued for services, shares     86,237        
Shares issued for business acquisition, value 60,677   $ 5   60,672    
Shares issued for business acquisition, shares     5,031,221        
Warrants issued         3,798    
Payments for capped call (90,350)       (90,350)    
Warrants reclassified as equity awards value 1,607       1,607    
Exercise of options and warrants, Shares     25,510        
Exercise of options and warrants, Value 154       154    
Shares issued under equity offering, net of offering costs, value 186,808   $ 17   186,791    
Shares issued under equity offering, net of offering costs, shares     16,619,361        
Preferred stock dividends, including deemed dividend (5,141)           (5,141)
Preferred stock series X redemption value (1) $ (1)          
Preferred stock series X redemption Shares   (1,000,000)          
Purchase of treasury stock, including excise taxes (145,000)     (145,000)      
Net Income (Loss) 107,999           107,999
Other comprehensive income, net of tax 2,978         2,978  
Ending balance, value at Mar. 31, 2025 1,890,491 $ 2 $ 293 (145,000) 2,408,160 3,396 (376,360)
Ending balance, shares at Mar. 31, 2025   1,750,000 292,660,113        
Beginning balance, value at Dec. 31, 2024 2,021,586 $ 2 $ 293 (145,000) 2,403,409 450 (237,568)
Beginning balance, shares at Dec. 31, 2024   1,750,000 292,566,230        
Options and restricted stock units issued for services, value 3,100       3,100    
Options and restricted stock units issued for services, shares     86,237        
Warrants reclassified as equity awards value 1,607       1,607    
Exercise of options and warrants, Shares     7,646        
Exercise of options and warrants, Value 44       44    
Net Income (Loss) (138,792)           (138,792)
Other comprehensive income, net of tax 2,946         2,946  
Ending balance, value at Mar. 31, 2025 1,890,491 $ 2 $ 293 (145,000) 2,408,160 $ 3,396 (376,360)
Ending balance, shares at Mar. 31, 2025   1,750,000 292,660,113        
Beginning balance, value at Sep. 30, 2025 2,175,127 $ 2 $ 296 (145,000) 2,445,723   (125,894)
Beginning balance, shares at Sep. 30, 2025   1,750,000 296,087,533        
Options and restricted stock units issued for services, value 24,187   $ 1   24,186    
Options and restricted stock units issued for services, shares     964,965        
Shares withheld for net settlement of restricted stock units related to tax withholdings, value (20)       (20)    
Shares withheld for net settlement of restricted stock units related to tax withholdings, Shares     (1,353)        
Shares issued for business acquisition, value 36,064   $ 2   36,062    
Shares issued for business acquisition, shares     1,788,834        
Payments for capped call 0            
Exercise of options and warrants, Shares     124,611        
Exercise of options and warrants, Value 1,046       1,046    
Preferred stock dividends, including deemed dividend (30,000)           (30,000)
Purchase of treasury stock, including excise taxes (463,190)     463,190      
Net Income (Loss) (757,054)           (757,054)
Ending balance, value at Mar. 31, 2026 986,160 $ 2 $ 299 (608,190) 2,506,997   (912,948)
Ending balance, shares at Mar. 31, 2026   1,750,000 298,964,590        
Beginning balance, value at Dec. 31, 2025 1,382,256 $ 2 $ 298 (608,270) 2,494,831   (504,605)
Beginning balance, shares at Dec. 31, 2025   1,750,000 298,114,889        
Options and restricted stock units issued for services, value 12,055   $ 1   12,054    
Options and restricted stock units issued for services, shares     831,652        
Shares withheld for net settlement of restricted stock units related to tax withholdings, value (2)       (2)    
Shares withheld for net settlement of restricted stock units related to tax withholdings, Shares     (137)        
Exercise of options and warrants, Shares     18,186        
Exercise of options and warrants, Value 114       114    
Preferred stock dividends, including deemed dividend (30,000)           (30,000)
Purchase of treasury stock, including excise taxes 80     80      
Net Income (Loss) (378,343)           (378,343)
Ending balance, value at Mar. 31, 2026 $ 986,160 $ 2 $ 299 $ (608,190) $ 2,506,997   $ (912,948)
Ending balance, shares at Mar. 31, 2026   1,750,000 298,964,590        
v3.26.1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW Unaudited) - USD ($)
$ in Thousands
 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Cash Flows from Operating Activities    
Net (loss) income $ (757,054) $ 107,999
Adjustments to reconcile net (loss) income to net cash used in operating activities:    
Bitcoin mining revenue, net (317,588) (344,018)
Loss (gain) on fair value of bitcoin, net 470,939 (90,539)
Bitcoin issued for services 1,322 904
Impairment expense - fixed assets 1,398 0
Impairment expense - other 4,008 0
(Gain) loss on derivative securities, net (6,955) 1,119
Loss (gain) on bitcoin collateral 142,458 (42,493)
Stock based compensation 24,186 6,122
Depreciation and amortization 222,192 145,130
Deferred income taxes, net (41,306) 6,173
Loss (gain) on disposal of assets 3,767 (3,021)
Other 4,460 1,418
Changes in operating assets and liabilities    
Decrease in operating lease liabilities (881) (341)
Decrease in accounts payable and accrued liabilities (24,821) (8,354)
Increase in prepaid expenses and other current assets 3,924 (1,627)
Increase in other long-term assets (27,011) (10,207)
Net cash used in operating activities (296,962) (231,735)
Cash Flows from Investing Activities    
Payments on miners and mining equipment, including deposits (14,808) (253,754)
Purchase of fixed assets (74,522) (91,451)
Purchase of bitcoin and bitcoin receivables (162,772) 0
Proceeds from sale of bitcoin and option settlement 342,815 0
Proceeds from sale of miners 3,361 41,512
Purchase of derivative contracts (16,897) 0
Proceeds from sale of derivative contracts 33,952 0
Asset acquisition - Austin County, TX Location (20,189) 0
Asset acquisition - Brazoria County, TX Location (28,652) 0
Asset acquisition - Other Locations (13,293) 0
Acquisition of GRIID Infrastructure 0 1,411
Asset acquisition - Twin City, GA Location 0 (5,490)
Asset acquisition - Tennessee Locations 0 (8,105)
Net cash provided by (used in) investing activities 48,995 (315,877)
Cash Flows from Financing Activities    
Purchase of treasury stock (460,000) (145,000)
Payments for capped call 0 (90,350)
Payments on debt (1,257) (54,423)
Payments on lines of credit (250,500) 0
Proceeds from lines of credit 76,000 0
Payments of debt issuance costs (2,429) (2,007)
Payments on preferred dividends (30,396) (5,141)
Payments on finance leases (43) (42)
Proceeds from debt, net of issuance fees 1,133,086 635,695
Payments of taxes on shares withheld for net settlement of restricted stock units (425) (1,943)
Proceeds from exercise of options and warrants 1,046 154
Proceeds from equity offerings, net 0 186,808
Equity issuance costs (71) 0
Net cash provided by financing activities 465,011 523,751
Net increase in cash, cash equivalents and restricted cash 217,044 (23,861)
Cash, cash equivalents and restricted cash, beginning of the period 46,456 124,278
Cash and cash equivalents, and restricted cash, end of the period 263,500 100,417
Supplemental disclosure of cash flow information    
Cash paid for interest 2,748 1,889
Non-cash investing and financing transactions    
Fixed asset and miner purchases accrued not paid 1,488 4,026
Fixed assets purchased through finance transactions 2,749 1,000
Miners and derivatives purchased with bitcoin 47,050 0
Bitcoin transferred to collateral account 611,333 8,860
Bitcoin transferred from collateral account 448,051 129,180
Excise tax accrued on treasury stock purchases 3,190 0
Software purchased with bitcoin 0 6,000
Unrealized gain on investment in available-for-sale debt security 0 2,978
Shares issued in connection with GRIID Acquisition 0 60,677
Reconciliation of cash, cash equivalents, and restricted cash:    
Cash and cash equivalents 260,287 96,982
Restricted cash 3,213 3,435
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 263,500 $ 100,417
v3.26.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Pay vs Performance Disclosure        
Net Income (Loss) $ (378,343) $ (138,792) $ (757,054) $ 107,999
v3.26.1
Insider Trading Arrangements
 3 Months Ended
Mar. 31, 2026
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Rule 10b5-1 Arrangement Modified false
Non-Rule 10b5-1 Arrangement Modified false
v3.26.1
1. ORGANIZATION
 6 Months Ended
Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION

1. ORGANIZATION

CleanSpark, Inc. (the “Company”) is a data center developer and infrastructure operator that independently owns, leases, and operates data center facilities. As of March 31, 2026, the Company’s portfolio includes data centers located in Georgia, Tennessee, Mississippi, and Wyoming, with additional properties under development within South Dakota and Texas.

The Company does not currently host miners for any other companies. The Company designs its infrastructure to responsibly secure and support the bitcoin network, the world’s most recognized digital commodity.
v3.26.1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 6 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. The unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on November 25, 2025 (the “Form 10-K”).

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented in this Quarterly Report on Form 10-Q have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full fiscal year.

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company, and the Company’s wholly owned subsidiaries. All intercompany transactions have been eliminated upon consolidation of these entities. The Company has a sole reportable segment which is the bitcoin mining segment.

There were no changes to the Company’s most significant estimates and assumptions, significant accounting policies, or recent accounting pronouncements that were disclosed in Note 2 - Summary of Significant Accounting Policies included in the Form 10-K other than as discussed below.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, which enhances existing income tax disclosure requirements, including requiring greater disaggregation of information in the effective tax rate reconciliation and income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of ASU 2023-09 on its Condensed Consolidated Financial Statements and expects to adopt the guidance in its annual report for the current fiscal year ending September 30, 2026.

Segment reporting

The Company operates as a single operating and reportable segment focused on bitcoin mining. The Company’s Chief Executive Officer serves as the chief operating decision maker (“CODM”) and uses consolidated net (loss) income as the measure of segment (loss) income. The CODM uses consolidated net (loss) income, as presented on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, to evaluate the Company’s overall profitability and performance, to determine the volume and timing of bitcoin mining to be performed, to allocate and reallocate resources, including miner purchases and expansion projects, and to focus investment where long-term profitability appears most viable.

The CODM is regularly provided with information on certain significant segment expenses, including Cost of revenues (exclusive of depreciation and amortization), Professional fees, Payroll expenses, General and administrative expenses, Depreciation and amortization, and Loss (gain) on fair value of bitcoin, net. These significant segment expenses are consistent with those presented on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, and depreciation expense attributable to miners is disclosed in Note 7 - Property and Equipment. The measure of the Company’s segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. Stock-based compensation is consistent with the amounts presented on the Condensed Consolidated Statements of Cash Flows. All of the Company’s long-lived assets are in the United States. Information about the Company’s revenue and vendor concentrations is included in Note 14 - Revenue and Vendor Concentrations.

Accrued liabilities

The Company records accruals for expenses that have been incurred but not yet invoiced or paid as of each balance sheet date. These accruals are included within current liabilities and represent estimates of obligations for which the timing or amount of payment is uncertain. Accrued liabilities primarily consist of indirect tax exposures, payroll and related benefits, operating expenses, and other miscellaneous accruals arising in the ordinary course of business.

The following table summarizes the composition of the Company’s accrued liabilities on the Condensed Consolidated Balance Sheets indicated:

 ($ in thousands)

 

March 31,
2026

 

 

September 30,
2025

 

Indirect tax contingencies

 

$

65,167

 

 

$

64,481

 

Accrued operating expenses

 

 

16,243

 

 

 

30,562

 

Accrued payroll expenses

 

 

11,370

 

 

 

15,530

 

Indirect tax accruals

 

 

5,812

 

 

 

6,017

 

Other accrued liabilities

 

 

2,939

 

 

 

954

 

Accrued liabilities

 

$

101,531

 

 

$

117,544

 

(Loss) income per share

The Company reports (loss) income per share in accordance with FASB ASC 260-10, Earnings Per Share, which provides for calculation of “basic” and “diluted” earnings per share.

Basic earnings per share includes no dilution and is computed by dividing net (loss) income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net (loss) income per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

Common stock issuable upon the exercise of outstanding stock options, vesting of restricted stock, and warrants are computed using the treasury stock method. Potential shares of common stock issuable upon conversion of the convertible notes and Series A preferred stock are computed using the if-converted method.

Provided below is the (loss) income per share calculation for the three and six months ended March 31, 2026 and 2025:

 

For the three months ended March 31,

 

 

For the six months ended March 31,

 

 ($ in thousands, except share and per share amounts)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to common shareholders - Basic

 

$

(408,343

)

 

$

(138,792

)

 

$

(787,054

)

 

$

102,858

 

Non-cash interest expense on convertible notes

 

 

—

 

 

 

—

 

 

 

—

 

 

 

818

 

Net (loss) income attributable to common shareholders - Dilutive

 

 

(408,343

)

 

 

(138,792

)

 

 

(787,054

)

 

 

103,676

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding - Basic

 

 

267,827,913

 

 

 

280,853,882

 

 

 

274,726,414

 

 

 

282,722,198

 

Dilutive impact of stock options and other share-based awards

 

 

—

 

 

 

—

 

 

 

—

 

 

 

511,028

 

Dilutive impact of convertible notes

 

 

—

 

 

 

—

 

 

 

—

 

 

 

25,103,310

 

Weighted-average common shares outstanding - Dilutive

 

 

267,827,913

 

 

 

280,853,882

 

 

 

274,726,414

 

 

 

308,336,536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(1.52

)

 

$

(0.49

)

 

$

(2.86

)

 

$

0.36

 

Diluted

 

$

(1.52

)

 

$

(0.49

)

 

$

(2.86

)

 

$

0.34

 

Convertible senior notes are reflected in diluted earnings per share using the if-converted method when doing so is dilutive, meaning the additional shares and related interest add-back reduce earnings per share; otherwise, they are excluded as antidilutive. The un-weighted number of shares excluded from diluted earnings per share for the three and six months ended March 31, 2026 and 2025 are noted in the table below. Such shares were excluded as their assumed conversion would have been antidilutive or, for preferred stock, because the change-in-control conversion contingency was not satisfied.

 

For the three months ended March 31,

 

 

For the six months ended March 31,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Convertible notes

 

103,941,450

 

 

43,930,770

 

 

103,941,450

 

 

—

 

Series A preferred stock conversion

 

5,250,000

 

 

5,250,000

 

 

5,250,000

 

 

5,250,000

 

Anti-dilutive warrants

 

1,604,559

 

 

1,604,559

 

 

1,604,559

 

 

1,596,999

 

Anti-dilutive stock options

 

1,992,759

 

 

2,403,954

 

 

1,992,759

 

 

1,805,151

 

Anti-dilutive restricted stock awards

 

26,547,749

 

 

1,780,149

 

 

26,547,749

 

 

—

 

Total anti-dilutive securities

 

 

139,336,517

 

 

 

54,969,432

 

 

 

139,336,517

 

 

 

8,652,150

 

 

Fair value measurement of financial instruments, derivative assets and contingent consideration

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

Level 1

Quoted prices for identical assets or liabilities in active markets. These are typically obtained from real-time quotes in active exchange markets involving identical assets or liabilities.

Level 2

Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily available pricing sources for comparable assets or liabilities.

Level 3

Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. Due to the use of significant unobservable inputs, a change in those inputs to a different amount might result in a significantly higher or lower fair value measurement.

The carrying value of cash, accounts payable, accrued expenses and short-term portion of loan payable are Level 1 and approximate their fair values because of the short-term nature of the instruments. The carrying amount of the Company’s long-term interest-bearing portion of loan payable is also stated at fair value since the stated rate of interest approximates market rates available to the Company for a similar duration. The fair values of warrant liabilities were determined based on Black Scholes option-pricing model using Level 2 inputs. The fair value of the DAM (as defined below) derivative liabilities, as defined in Note 6 - Investments and Derivatives, were also determined based on Black Scholes option-pricing model but utilized historical volatility of bitcoin as an input which is deemed to be a Level 3 input.

The following table presents the Company’s assets and liabilities that are measured and recorded at fair value on the Company’s Condensed Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2026 and September 30, 2025:

March 31, 2026

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents(1)

 

$

7,916

 

 

$

7,916

 

 

$

—

 

 

$

—

 

Receivable from bitcoin collateral(2)

 

 

111,940

 

 

 

—

 

 

 

111,940

 

 

 

—

 

Bitcoin

 

 

813,221

 

 

 

813,221

 

 

 

—

 

 

 

—

 

Bitcoin derivative - Bitmain contracts

 

 

1,283

 

 

 

—

 

 

 

—

 

 

 

1,283

 

DAM derivative assets

 

 

216

 

 

 

—

 

 

 

—

 

 

 

216

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

DAM derivative liabilities

 

 

3,786

 

 

 

—

 

 

 

—

 

 

 

3,786

 

Interest rate swap derivative

 

 

39

 

 

 

—

 

 

 

39

 

 

 

—

 

Warrant liabilities

 

 

3

 

 

 

—

 

 

 

3

 

 

 

—

 

 

September 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents(1)

 

$

32,992

 

 

$

32,992

 

 

$

—

 

 

$

—

 

Receivable from bitcoin collateral(2)

 

 

294,648

 

 

 

—

 

 

 

294,648

 

 

 

—

 

Bitcoin

 

 

1,189,443

 

 

 

1,189,443

 

 

 

—

 

 

 

—

 

Bitcoin derivative - Bitmain contracts

 

 

233

 

 

 

—

 

 

 

—

 

 

 

233

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap derivative

 

 

93

 

 

 

—

 

 

 

93

 

 

 

—

 

Warrant liabilities

 

 

115

 

 

 

—

 

 

 

115

 

 

 

—

 

(1) Represents money market funds.

(2) See Note 5 - Receivable from Bitcoin Collateral for more information.

There were no transfers between Level 1, 2 or 3 during the six months ended March 31, 2026.

The activities of the financial instruments that were measured and recorded at fair value on the Company’s Condensed Consolidated Balance Sheets on a recurring basis during the six months ended March 31, 2026 and year ended September 30, 2025 are described in Note 6 - Investments and Derivatives.

v3.26.1
3. ACQUISITIONS
 6 Months Ended
Mar. 31, 2026
Business Combination [Abstract]  
ACQUISITIONS

3. ACQUISITIONS

Brazoria County, Texas Acquisition

On February 27, 2026, CleanSpark Data I, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, completed an acquisition of real estate and land rights in Brazoria County, Texas.

The Company completed the acquisition for a total purchase price of $28,652, consisting of $28,083 of cash consideration and $569 of transaction costs. The transaction was accounted for as an asset acquisition, whereby the total purchase price was allocated proportionally across the fair values of qualifying acquired assets and liabilities. No goodwill is calculated in an asset acquisition.

The allocation of the purchase price of the assets acquired are summarized below:

($ in thousands)

 

Allocation at acquisition date

 

Land

 

$

20,622

 

Other long-term assets

 

 

8,030

 

Total

 

$

28,652

 

Austin County, Texas Acquisition

On October 27, 2025, CleanSpark Data I, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, entered into an asset purchase agreement with Priority Power Management, Inc., to acquire real estate and a land purchase option in Austin County, Texas.

The Company completed the acquisition for a total purchase price of $65,698, consisting of $20,000 in cash consideration inclusive of a $500 escrow deposit paid in the prior fiscal year, the issuance of 1,788,834 shares of common stock with a fair value of $36,134, deferred consideration of $10,000 with an estimated fair value of $8,874, which is recorded as a debt obligation (see Note 9 - Indebtedness), and $690 of transaction costs. The transaction was accounted for as an asset acquisition, whereby the total purchase price was allocated proportionally across the fair values of qualifying acquired assets and liabilities. No goodwill is calculated in an asset acquisition.

The allocation of the purchase price of the assets acquired are summarized below:

($ in thousands)

 

Allocation at acquisition date

 

Land

 

$

58,047

 

Other long-term assets

 

 

7,651

 

Total

 

$

65,698

 

Other Acquisitions

During the period, the Company completed asset acquisitions in the ordinary course of business. These acquisitions primarily consisted of land and related real estate assets.

The Company completed these acquisitions for an aggregate purchase price of about $13,293 paid in cash, inclusive of customary transaction costs. Each transaction was accounted for as an asset acquisition, whereby the total purchase price was allocated to the identifiable assets acquired based on their relative fair values. No goodwill was recognized in connection with these transactions.
v3.26.1
4. BITCOIN
 6 Months Ended
Mar. 31, 2026
Common Domain Members [Abstract]  
BITCOIN

4. BITCOIN

As of March 31, 2026 and September 30, 2025, the Company held 11,920 and 10,428 bitcoin, respectively. The following table presents a description of the Company’s bitcoin holdings as of March 31, 2026 and September 30, 2025:

 

 

As of

 

Bitcoin holdings

 

March 31, 2026

 

 

September 30, 2025

 

Number of bitcoin held

 

 

11,920

 

 

 

10,428

 

Cost basis - per bitcoin

 

$

97,309

 

 

$

105,025

 

Fair value - per bitcoin

 

$

68,222

 

 

$

114,068

 

Cost basis of bitcoin (in '000s)

 

$

1,159,953

 

 

$

1,095,151

 

Fair value of bitcoin (in '000s)

 

$

813,221

 

 

$

1,189,443

 

The cost basis represents the valuation of bitcoin at the time of initial recognition, primarily through mining activities, and may be affected by subsequent derecognition and reacquisition of bitcoin in connection with activities such as the posting of collateral.

The following table presents information based on the activity of bitcoin for the three and six months ended March 31, 2026 and 2025:

 

 

For the three months ended March 31,

 

 

For the six months ended March 31,

 

 ($ in thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Beginning Balance

 

$

1,001,997

 

 

$

929,078

 

 

$

1,189,443

 

 

$

431,661

 

Addition of bitcoin from mining activities(1)

 

 

136,408

 

 

 

181,712

 

 

 

317,588

 

 

 

344,018

 

Bitcoin purchased

 

 

46,343

 

 

 

—

 

 

 

46,374

 

 

 

—

 

Bitcoin sold

 

 

(29,413

)

 

 

—

 

 

 

(57,590

)

 

 

—

 

Bitcoin issued for services and other non-cash consideration

 

 

(47,661

)

 

 

(3,488

)

 

 

(48,373

)

 

 

(6,903

)

Bitcoin transferred to collateral account

 

 

(87,034

)

 

 

—

 

 

 

(611,333

)

 

 

(8,860

)

Bitcoin received from collateral account

 

 

16,688

 

 

 

—

 

 

 

448,051

 

 

 

129,180

 

(Loss) gain on fair value of bitcoin, net

 

 

(224,107

)

 

 

(127,667

)

 

 

(470,939

)

 

 

90,539

 

Ending Balance(2)

 

$

813,221

 

 

$

979,635

 

 

$

813,221

 

 

$

979,635

 

(1) Net of mining pool fees.

(2) Includes Bitcoin - current of $674,447 and Bitcoin - noncurrent of $138,774 as presented within Condensed Consolidated Balance Sheets as of March 31, 2026.

The Company’s bitcoin holdings shown in this note are not subject to rehypothecation and do not serve as collateral for any existing loans or agreements (see Note 5 - Receivable from Bitcoin Collateral). As of March 31, 2026, the Company held no other crypto assets; approximately 96.6% of its bitcoin is held in cold storage and 3.4% is held in hot wallets.

The Company recognized cumulative realized gains from dispositions of bitcoin of $0 and $2,209 during the three months ended March 31, 2026 and 2025, respectively. The Company recognized cumulative realized losses of $70,915 and $0 during the three months ended March 31, 2026 and 2025, respectively. During the six months ended March 31, 2026 and 2025, the Company recognized cumulative realized gains from dispositions of bitcoin of $68,635 and $8,913, respectively, and realized losses of $98,644 and $0, respectively.
v3.26.1
5. RECEIVABLE FROM BITCOIN COLLATERAL
 6 Months Ended
Mar. 31, 2026
Receivables [Abstract]  
RECEIVABLE FROM BITCOIN COLLATERAL

5. RECEIVABLE FROM BITCOIN COLLATERAL

Under the terms of certain arrangements, the Company gives away the right to direct the use of bitcoin it has posted as collateral but retains the right to the economic benefits of those bitcoin. In such cases, where control of the collateralized bitcoin has been transferred, the Company records a note receivable equivalent to the fair value of the posted bitcoin. That receivable is reclassified into current bitcoin upon repayment or release of the collateral.

For arrangements that involve transfer of control, any posted bitcoin collateral may relate to bitcoin-backed lines of credit (see Note 9 - Indebtedness) and derivative trading relationships with certain counterparties. Lenders and derivative counterparties serve as custodians of collateral posted under these arrangements. The bitcoin collateral posted may fluctuate during the reporting period and may be returned to our control when positions are closed. As of March 31, 2026, the Company had no bitcoin posted as collateral under its bitcoin-backed line of credit arrangements. The Company expects to continue trading with its counterparties in the normal course of operations and may be required to post collateral in connection with such transactions (see Note 6 - Investments and Derivatives).

The portion of collateral subject to derecognition is presented on the Condensed Consolidated Balance Sheets as Receivable from bitcoin collateral. At March 31, 2026, the Company reported Receivable from bitcoin collateral related to 1,641 bitcoin with a fair value of $111,940, compared to 2,583 bitcoin with a fair value of $294,648 posted as of September 30, 2025. At March 31, 2026, all of the bitcoin included in Receivable from bitcoin collateral was a result of bitcoin posted to derivative trading counterparties.

The receivable is initially recognized and subsequently measured at fair value. Changes in fair value are recorded in (Loss) gain on bitcoin collateral within Other (expense) income in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. For the three and six months ended March 31, 2026, the Company recognized a loss of $38,838 and $142,458 related to bitcoin collateral, respectively. The Company recognized $0 of gains or losses for the three months ended March 31, 2025, but recognized a gain of $42,493 for the six months ended March 31, 2025.
v3.26.1
6. INVESTMENTS AND DERIVATIVES
 6 Months Ended
Mar. 31, 2026
Schedule of Investments [Abstract]  
INVESTMENTS AND DERIVATIVES

6. INVESTMENTS AND DERIVATIVES

The Company holds investment and derivative assets and liabilities. The Company has not designated any derivatives as hedging instruments for accounting purposes. The Company’s bitcoin-linked derivative activities undertaken as part of its broader bitcoin treasury management strategy are referred to collectively as “Digital Asset Management” (“DAM”). The following table presents the carrying value of all investments and derivative instruments, aside from the Company’s warrant liability, including balances as of September 30, 2025 and activity during the period ended March 31, 2026:

Fair value measurements for derivative instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheet classification(1):

 

Derivative investments

 

 

Other current liabilities

 

 ($ in thousands)

 

Bitmain
Derivatives

 

 

DAM Derivative Assets

 

 

DAM Derivative Liabilities

 

 

Interest Rate Swap

 

Balance as of September 30, 2025

 

$

233

 

 

$

—

 

 

$

—

 

 

$

(93

)

Total gains or losses for the period

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) gain on derivative securities

 

 

(5,463

)

 

 

5,622

 

 

 

6,630

 

 

 

54

 

Purchases, sales, and settlements

 

 

 

 

 

 

 

 

 

 

 

 

Purchased and acquired options

 

 

6,513

 

 

 

—

 

 

 

16,897

 

 

 

—

 

Written options

 

 

—

 

 

 

—

 

 

 

(33,952

)

 

 

—

 

Settlements and expiries

 

 

—

 

 

 

(5,406

)

 

 

6,639

 

 

 

—

 

Balance as of March 31, 2026

 

$

1,283

 

 

$

216

 

 

$

(3,786

)

 

$

(39

)

(1) Balance rows presented represent assets if positive or liabilities if negative.

Derivative contracts are measured at fair value, with changes in fair value and settlements recognized in earnings in the period in which they occur. The Company evaluates all financing and service agreements for potential embedded derivative features that may require bifurcation.

All derivative instruments are recorded in the Condensed Consolidated Balance Sheets at fair value and are classified as current or noncurrent based on the expected timing of settlement. Gains and losses related to a derivative executed as part of the Company’s bitcoin treasury management strategy, both realized and unrealized, are reported on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income within (Loss) gain on derivative securities, net within Other (expense) income.

Bitcoin treasury derivatives

The Company enters into bitcoin-linked derivative contracts to economically hedge the volatility of bitcoin prices and to generate liquidity in support of core operating activities. These derivatives are referred to as DAM Derivatives. These contracts serve as a strategic alternative to selling bitcoin directly and are intended to monetize the Company’s bitcoin holdings while managing exposure to adverse price movements. The types of derivatives utilized for this purpose may include bitcoin forward, options, and other structured instruments. These contracts are typically short-term in nature and may be cash-settled or settled in-kind.

During the six months ended March 31, 2026, the Company engaged in calls, puts, and forward contracts. The contracts that were settled through physical delivery of bitcoin resulted in cash proceeds that are reported within the Proceeds from sale of bitcoin and option settlement line item in the Condensed Consolidated Statements of Cash Flows. The Company recognized a total gain, net, from the DAM activity of $6,630 during the same period which is included in (Loss) gain on derivative securities, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. As of March 31, 2026 the Company held $3,786 of derivative liabilities with respect to its call and put contracts. The Company maintains a limited amount of bitcoin and cash collateral with these organizations in connection with such transactions. See Note 5 - Receivable from Bitcoin Collateral for further discussion related to bitcoin posted for collateral.

During the six months ended March 31, 2026, the Company entered into a new miner procurement arrangement with Bitmain that included a contractual option to repurchase an equivalent amount of bitcoin at a fixed U.S. dollar price. This repurchase right was accounted for as a derivative and presented above as Bitmain Derivative and was recorded at fair value in the Condensed Consolidated Balance Sheets. The Bitmain option is a bitcoin-linked derivative but was not entered into as part of the Company’s DAM strategy and was therefore excluded from DAM activity. The Bitmain contract continues to be accounted for as a derivative and measured with a fair value of $1,283. The unrealized loss of $5,463 related to Bitmain instruments was included in (Loss) gain on derivative securities, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the six months ended March 31, 2026.

The Company also had cash receivables related to bitcoin-denominated puts sold of approximately $32,828, which included non-bitcoin-linked receivables arising from collateralized transactions associated with such puts. This amount was recorded in Prepaid expense and other current assets in the Condensed Consolidated Balance Sheets as of March 31, 2026.

Interest rate swap derivatives

The Company is party to two interest rate swap agreements. These derivatives are recorded at fair value on the Condensed Consolidated Balance Sheets with changes in fair value recognized in current earnings within (Loss) gain on derivative securities, net.

In relation to the Company’s Western Alliance Bank Credit Agreement entered into in August 2024, the Company holds an interest rate swap agreement (see Note 9 - Indebtedness). As of March 31, 2026, this interest rate swap derivative was recorded as a fair value liability of $29, reflecting a gain of $37 during the six months ended March 31, 2026.

In April 2025, the Company entered into a second interest rate swap agreement in connection with the refinancing of its corporate facility mortgage (see Note 9 - Indebtedness). As of March 31, 2026, the swap derivative was recorded as a fair value liability of $10, reflecting a gain of $17 during the three months ended March 31, 2026.

As of March 31, 2026, the interest rate swap derivatives were recorded as a combined fair value liability of $39. Changes in the fair value of the swaps resulted in a net gain of $54 for the six months ended March 31, 2026.
v3.26.1
7. PROPERTY AND EQUIPMENT
 6 Months Ended
Mar. 31, 2026
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

7. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

 

 

As of

 

 ($ in thousands)

 

March 31, 2026

 

 

September 30, 2025

 

Land

 

$

127,550

 

 

$

39,299

 

Land improvements

 

 

10,681

 

 

 

9,937

 

Building and improvements

 

 

100,633

 

 

 

96,400

 

Leasehold improvements

 

 

2,941

 

 

 

2,941

 

Miners

 

 

1,404,966

 

 

 

1,422,011

 

Mining equipment

 

 

24,843

 

 

 

24,807

 

Infrastructure

 

 

339,800

 

 

 

295,837

 

Machinery and equipment

 

 

21,397

 

 

 

16,978

 

Furniture and fixtures

 

 

3,264

 

 

 

2,626

 

Construction in progress

 

 

44,008

 

 

 

12,788

 

Property and equipment, gross

 

$

2,080,083

 

 

$

1,923,624

 

Less: Accumulated depreciation

 

 

(746,466

)

 

 

(559,943

)

Property and equipment, net

 

$

1,333,617

 

 

$

1,363,681

 

 

Depreciation expense for the six months ended March 31, 2026 and 2025 was $220,633 and $143,058, respectively. Depreciation expense attributable to miners for the six months ended March 31, 2026 and 2025 was 199,452 and 125,978, respectively.

The Company had additions to property and equipment of $202,629 during the six months ended March 31, 2026, which included $27,402 in miners acquired. Assets acquired through acquisition transactions (see Note 3 - Acquisitions) resulted in an additional $91,962 in total assets placed in service.

During the six months ended March 31, 2026, the Company had disposals of property with a net book value of $7,128 for which the Company received proceeds of $3,361, recognizing a loss on disposal of assets of $3,767.

Construction in progress: The Company continues to expand its data center operations through investments in infrastructure, building, and land improvements.

Deposits on miners and mining equipment: As of March 31, 2026 and September 30, 2025, the Company has outstanding deposits for miners and mining equipment totaling $137,416 and $112,037, respectively. Such deposits are recorded in Other long-term assets on the Condensed Consolidated Balance Sheets.

In March 2026, the Company concluded that a $4,008 deposit towards the purchase of transformers was no longer expected to be utilized and recorded an impairment charge for the full carrying amount. In December 2025, the Company began disposing of certain aged mining equipment for less than its carrying value and recorded a related impairment on idle equipment totaling $1,398. The deposit and equipment impairment charges were recorded in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income under the captions Impairment expense - other and Impairment expense - fixed assets, respectively.
v3.26.1
8. INTANGIBLE ASSETS
 6 Months Ended
Mar. 31, 2026
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS

8. INTANGIBLE ASSETS

Intangible assets consist of the following as of March 31, 2026 and September 30, 2025:

 

 

March 31, 2026

 

 

September 30, 2025

 

 ($ in thousands)

 

Intangible assets

 

 

Accumulated amortization

 

 

Net intangible assets

 

 

Intangible assets

 

 

Accumulated amortization

 

 

Net intangible assets

 

Software

 

$

7,981

 

 

$

(3,690

)

 

$

4,291

 

 

$

7,981

 

 

$

(2,458

)

 

$

5,523

 

Websites

 

 

—

 

 

 

—

 

 

 

—

 

 

 

15

 

 

 

(15

)

 

 

—

 

Strategic contract

 

 

9,800

 

 

 

(9,800

)

 

 

—

 

 

 

9,800

 

 

 

(9,474

)

 

 

326

 

Total

 

$

17,781

 

 

$

(13,490

)

 

$

4,291

 

 

$

17,796

 

 

$

(11,947

)

 

$

5,849

 

Amortization expense for the six months ended March 31, 2026 and 2025 was $1,559 and $2,072, respectively.

The Company expects to record amortization expense of intangible assets over the future periods as follows:

Fiscal year

 

 

 

 ($ in thousands)

 

Intangible assets

 

2026

 

$

1,232

 

2027

 

 

2,420

 

2028

 

 

639

 

Total

 

$

4,291

 
v3.26.1
9. INDEBTEDNESS
 6 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
INDEBTEDNESS

9. INDEBTEDNESS

As of March 31, 2026, the Company had a gross balance outstanding of $1,822,210, netted against discount on loans payable of $31,529. The following table reflects our outstanding debt, net of debt discounts, effective interest rates, and debt issuance costs, as of March 31, 2026 and September 30, 2025:

 

 

 

 

 

 

As of

 

($ in thousands)

 

Maturity Date

 

Rate

 

March 31, 2026

 

 

September 30, 2025

 

2032 Convertible notes

 

Feb-32

 

0.27%

 

$

1,131,850

 

 

$

—

 

2030 Convertible notes

 

Jun-30

 

0.46%

 

 

637,519

 

 

 

636,036

 

Deferred consideration

 

Apr-26

 

8.25%

 

 

9,181

 

 

 

—

 

Western Alliance Bank credit agreement

 

Aug-29

 

6.66%

 

 

5,631

 

 

 

6,052

 

Auto & equipment loans and financing

 

Jun-26 to Dec-29

 

0.0-11.3%

 

 

4,135

 

 

 

1,879

 

Corporate facility mortgage

 

Apr-30

 

6.51%

 

 

1,906

 

 

 

1,943

 

Marquee Funding Partners debt

 

Aug-26 to Mar-27

 

13.00%

 

 

459

 

 

 

746

 

Coinbase line of credit

 

Not specified

 

8.25%

 

 

—

 

 

 

174,500

 

Total debt outstanding, net of debt discounts and debt issuance costs

$

1,790,681

 

 

$

821,156

 

Less: current portion of debt

 

 

 

 

 

 

(2,485

)

 

 

(176,570

)

Long-term debt, net of current portion, debt discount and debt issuance costs

$

1,788,196

 

 

$

644,586

 

The following table reflects the principal amount of loan maturities due over the next five years and thereafter as of March 31, 2026:

($ in thousands)

 

5-Year Loan Maturities Fiscal Year

 

Outstanding Loan

 

2026 (Remainder)

 

 

2027

 

 

2028

 

 

2029

 

 

2030

 

 

2031

 

 

Thereafter

 

 

Total

 

2032 Convertible notes

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

1,150,000

 

 

$

1,150,000

 

2030 Convertible notes

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

650,000

 

 

 

—

 

 

 

—

 

 

 

650,000

 

Deferred consideration

 

 

—

 

 

 

10,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

10,000

 

Western Alliance Bank credit agreement

 

 

437

 

 

 

930

 

 

 

996

 

 

 

3,327

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,690

 

Auto & equipment loans and financing

 

 

516

 

 

 

1,061

 

 

 

1,092

 

 

 

1,110

 

 

 

231

 

 

 

115

 

 

 

8

 

 

 

4,133

 

Corporate facility mortgage

 

 

42

 

 

 

87

 

 

 

93

 

 

 

100

 

 

 

1,605

 

 

 

—

 

 

 

—

 

 

 

1,927

 

Marquee Funding Partners debt

 

 

306

 

 

 

154

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

460

 

Total principal payments by fiscal year

 

$

1,301

 

 

$

12,232

 

 

$

2,181

 

 

$

4,537

 

 

$

651,836

 

 

$

115

 

 

$

1,150,008

 

 

$

1,822,210

 

Unamortized deferred financing costs and discounts

 

 

 

 

 

 

(31,529

)

Total debt book value as of March 31, 2026

 

 

 

 

 

$

1,790,681

 

Description of outstanding debt

2032 Convertible notes

In November 2025, we issued $1,150,000,000 aggregate principal amount of 0% convertible senior notes due 2032 (the “2032 Notes”). The 2032 Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2032 Convertible Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 0.00% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2026. The 2032 Notes will mature on February 15, 2032. The net proceeds from the sales of the 2033 Notes were approximately $1,130,710 after deducting $19,290 of related offering and issuance costs. The unamortized debt issuance costs as of March 31, 2026 were $18,150. The Company used approximately $460,000 of the proceeds to repurchase its common stock (see Note 11 - Stockholders’ Equity). The fair value of the 2032 Notes was determined to be $779,160 as of March 31, 2026 based on quoted prices in markets that are not active, which is considered a Level 2 valuation input. While the 2032 Notes bear a 0% fixed interest rate, the effective interest rate for the notes as of March 31, 2026 was 0.27%, primarily reflecting the accretion of debt issuance costs.

Holders of the 2032 Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2031 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on December 31, 2025 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per one thousand dollars ($1,000) of principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events. On or after August 15, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances. Upon conversion of the 2032 Notes, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.

As of March 31, 2026, none of the conditions permitting the holders of the 2032 Notes to convert their notes early had been met, and to require the Company to repurchase the 2032 Notes for cash. Therefore, the 2032 Notes are classified as long-term.

The initial conversion rate for the 2032 Notes is 52.1832 shares of common stock per one thousand dollars ($1,000) of principal amount of 2032 Notes, which represents an initial conversion price of approximately $19.16 per share of common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, in connection with a make-whole fundamental change (as defined in the 2032 Indenture, dated as of November 13, 2025 (the “2032 Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “2032 Trustee”)), which shall include among other things the Company’s delivery of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or redemption, as the case may be.

We may not redeem the 2032 Notes prior to February 20, 2029. Subsequent to February 20, 2029, we may redeem for cash all or part of the 2032 Notes, at our option, if the last reported sales price of common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading days period (including the last trading day of such period) ending on, and including, the trading day immediately before the date we send the related notice of the redemption, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. However, we may not redeem less than all of the outstanding notes unless at least $75,000,000 aggregate principal amount of notes are outstanding and not called for redemption as of the time we send related redemption notices. Upon the occurrence of a fundamental change (as defined in the 2032 Indenture), subject to a limited exception described in the 2032 Indenture governing the notes, holders may require us to repurchase all or a portion of their notes for cash at a price equal to plus accrued and unpaid special interest to, but not including, the fundamental change repurchase date (as defined in the 2032 Indenture).

The 2032 Indenture contains customary terms and covenants, including that upon certain events of default either the 2032 Trustee or the holders of at least 25% in principal amount of the outstanding 2032 Notes may declare 100% of the principal of, and accrued and unpaid special interest, if any, on, all the 2032 Notes to be due and payable.

2030 Convertible notes

In December 2024, we issued $650,000 aggregate principal amount of 0% convertible senior notes due 2030 (the “2030 Notes”), including the exercise in full by the initial purchasers of the 2030 Notes of their option to purchase up to an additional $100,000 principal amount of the 2030 Notes. The 2030 Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2030 Notes will mature on June 15, 2030. The net proceeds from the sales of the 2030 Notes were approximately $633,688 after deducting $16,312 of offering and issuance costs related to the 2030 Notes and before the capped call transactions, as described below. The unamortized debt issuance costs as of March 31, 2026 were $12,481. The Company used $145,000 of the proceeds to repurchase its common stock (see Note 11 - Stockholders’ Equity). The fair value of the 2030 Notes was determined to be $635,726 as of March 31, 2026 based on quoted prices in markets that are not active, which is considered a Level 2 valuation methodology. While the 2030 Notes bear a 0% fixed interest rate, the effective interest rate for the notes as of March 31, 2026 was 0.46%, primarily reflecting the accretion of debt issuance costs.

Holders of the 2030 Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2029 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2025 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per one thousand dollars ($1,000) of principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (iii) if we call such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date; or (iv) upon the occurrence of specified corporate events. On or after December 15, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances.

Holders of the 2030 Notes have a one-time noncontingent right to require the Company to repurchase for cash all or any portion of their respective notes at a repurchase price equal to 100% of the principal amount of such notes to be repurchased, plus any accrued and unpaid interest to, but excluding the repurchase date on June 15, 2028.

As of March 31, 2026, none of the conditions permitting the holders of the 2030 Notes to convert their notes early had been met, and to require the Company to repurchase the 2030 Notes for cash. The 2030 Notes are classified as long-term.

The initial conversion rate for the 2030 Notes is 67.5858 shares of common stock per one thousand dollars ($1,000) of principal amount of 2030 Notes, which represents an initial conversion price of approximately $14.80 per share of common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, in connection with a make-whole fundamental change (as defined in the 2030 Indenture, dated as of December 17, 2024 (the “2030 Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “2030 Trustee”)), which shall include among other things the Company’s delivery of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or redemption, as the case may be.

Subsequent to June 20, 2028, we may redeem for cash all or part of the 2030 Notes, at our option, if the last reported sales price of common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related notice of the redemption. However, we may not redeem less than all of the outstanding notes unless at least $75,000 aggregate principal amount of notes are outstanding and not called for redemption as of the time we send related redemption notices. The redemption price of each note to be redeemed will be the principal amount of such note, plus accrued and unpaid special interest, if any. Upon the occurrence of a fundamental change (as defined in the 2030 Indenture), subject to a limited exception described in the 2030 Indenture governing the notes, holders may require us to repurchase all or a portion of their notes for cash at a price equal to plus accrued and unpaid special interest to, but not including, the fundamental change repurchase date (as defined in the 2030 Indenture).

Upon conversion of the 2030 Notes, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. We may not redeem the 2030 Notes prior to June 20, 2028. We may redeem for cash all or any portion of the 2030 Notes, at our option, on or after June 20, 2028 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for each of at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which such notice of redemption is provided, during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we send the notice of redemption, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The embedded conversion and redemption features of the 2030 Notes do not meet the criteria for bifurcation and are not recognized as separate derivative instruments.

The 2030 Indenture contains customary terms and covenants, including that upon certain events of default either the 2030 Trustee or the holders of at least 25% in principal amount of the outstanding 2030 Notes may declare 100% of the principal of, and accrued and unpaid special interest, if any, on, all the 2030 Notes to be due and payable.

Capped calls

In connection with the issuance of the 2030 Notes, the Company entered into privately negotiated capped call transactions (the “2030 Capped Calls”) with certain financial institutions at an aggregate cost of approximately $90,350. The 2030 Capped Calls cover, subject to anti-dilution adjustments, the number of shares of common stock underlying the 2030 Notes sold in the offering. By entering into the 2030 Capped Calls, the Company expects to reduce the potential dilution to its common stock (or, in the event a conversion of the 2030 Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2030 Notes the trading price of the Company’s common stock price exceeds the conversion price of the 2030 Notes. The cap price of the 2030 Capped Calls is initially $24.66 per share and is subject to certain adjustments under the terms of the 2030 Capped Calls.

The 2030 Capped Calls meet the criteria for classification in equity, are not remeasured each reporting period and are included as a reduction to additional paid-in-capital within shareholders’ equity.

Coinbase line of credit and receivable for bitcoin collateral

On August 7, 2024, the Company signed a Master Loan Agreement (the “2024 Master Loan”) with Coinbase Credit, Inc. (“Coinbase Credit” or the “Lender”) for a revolving line of credit pursuant to which the Lender lends the Company certain digital assets or cash. The 2024 Master Loan had a credit limit of $50,000. On or prior to a drawdown, the Company is required to pledge collateral, and the Company has opted to pledge bitcoin to be held in a segregated custody account, such that the loan-to-value ratio of principal outstanding of the loan and the fair value of collateral is equal to or less than 64%. If the value of the collateral under the credit facility decreases past a specified margin, the Company may be required to post additional bitcoin as collateral.

The 2024 Master Loan includes embedded redemption features, which allows the lender to redeem the security before its maturity date (“redemption feature”). The 2024 Master Loan also includes a contingent interest feature that requires additional interest to be paid only if certain conditions are met. One such redemption feature and contingent interest feature is in the event of default, including failure to maintain sufficient collateral, the Lender may liquidate the collateral to satisfy the outstanding loan balance or charge incremental interest at the federal funds rate upon the under-collateralized portion of the loan. The Company assessed the embedded redemption features and the contingent interest feature and determined the features are clearly and closely related to the line of credit and do not require bifurcation. Upon transfer of the bitcoin, the Lender has the exclusive right to sell, pledge and rehypothecate the bitcoin without notice to the Company. Either party can terminate a loan with two days’ notice to the other party. As of the date of this report, no such termination has occurred.

The line of credit is used by the Company in the ordinary course of business to manage operating liquidity, and borrowings are drawn and repaid on a regular basis throughout the fiscal year. Pursuant to the terms, the line of credit initially bore interest of 9% per annum and has no defined maturity date but is terminable by either the Lender or the Company with notice. During September 2024 and September 2025, the interest rate on the line of credit was adjusted to 8.5% per annum and 8.25% per annum, respectively. The interest rate has not been subsequently amended.

Since the Lender has the rights to sell, pledge and rehypothecate the bitcoin during the term of the 2024 Master Loan, the Company derecognized the bitcoin transferred as collateral. As the Company has the right to receive the bitcoin back from the Lender upon the repayment of the line of credit, the Company recorded a corresponding Receivable for bitcoin collateral. The Receivable for bitcoin collateral is measured at fair value. Changes in fair value as well as gains and losses from bitcoin transferred to and received from collateral are recorded as Gain on bitcoin collateral under the Other Income category in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income and comprehensive income.

In April 2025, the Company amended the 2024 Master Loan agreement to expand the availability of borrowings to $200,000, and in September 2025, the Company further amended the facility through a side letter with Coinbase Credit to increase the maximum indicative borrowing capacity to $300,000. All other material terms remained consistent with the prior agreements.

As of March 31, 2026, the Company had no outstanding balance under the facility and had no posted bitcoin collateral.

Two Prime line of credit and receivable for bitcoin collateral

On September 19, 2025, the Company entered into a Master Loan Agreement with Two Prime Lending Limited, providing for a revolving line of credit of up to $100,000. Borrowings under the facility bear interest at a rate equal to the one-month Term Secured Overnight Financing Rate (“SOFR”) plus 3.55% per annum and mature on September 14, 2026. Similar to the Coinbase facility, borrowings require the Company to pledge bitcoin as collateral. The agreement establishes collateral requirements based on loan-to-value (LTV) ratios, including an initial maximum LTV ratio of approximately 62.5%, a margin call if the LTV exceeds 74%, and a liquidation trigger if the LTV exceeds 80%.

The Company is required to maintain collateral in a designated cold storage wallet with a third-party custodian and retains rights to any forked or airdropped tokens that may result from posted collateral. Consistent with the Company’s accounting for the Coinbase facility, bitcoin posted as collateral is derecognized, with a corresponding receivable for bitcoin collateral recorded at fair value. The receivable is subsequently remeasured at fair value, with changes recognized in (Loss) gain on bitcoin collateral within Other (expense) income.

As of March 31, 2026, the Company had no outstanding balance under the facility and had no posted bitcoin collateral.

Western Alliance Bank credit agreement

On August 14, 2024, the Company entered into a credit agreement that provides for borrowings under a promissory note with Western Alliance Bank (the “Western Alliance Bank Credit Agreement”). Pursuant to this agreement, the Company executed a promissory note in the amount of $7,000 in order to finance the purchase of an aircraft for operational use. The aircraft is pledged as collateral for the note. The notes bears a variable interest rate equal to the 30-day SOFR plus 3% per annum, payable monthly, and matures on August 14, 2029.

The credit agreement contains financial covenants, including a minimum loan-to-value ratio, a minimum debt service coverage ratio, and a minimum average deposit balance. As of March 31, 2026, the Company had $5,690 gross principal balance outstanding for the Western Alliance Bank Credit Agreement. The Company was in compliance with all covenants, and no events of default had occurred under the credit agreement.

Concurrently with the credit agreement, on August 14, 2024, the Company entered into a plain vanilla interest rate swap agreement with a counterparty in which the Company effectively pay a fixed rate of 6.75% on the Western Alliance Bank Credit Agreement. The interest rate swap has an initial notional value of $7,000. This interest rate swap has a maturity date of August 14, 2029. This interest rate swap was not designated as a hedge and is presented within Note 6 - Investments and Derivatives.

Corporate facility mortgage

On May 10, 2023, CleanSpark HQ, LLC, a single member limited liability company and subsidiary wholly owned by the Company, completed a refinancing transaction whereby it borrowed a net $1,937 against the equity of the real property purchased in April 2023 that is utilized as the Company’s corporate office (see Note 7 - Property and Equipment). The loan agreement has a two-year term, 10% interest rate and monthly interest only payments until maturity. In April 2025, the Company refinanced the outstanding balance with Western Alliance Bank through a new $2,000 promissory note through Bank of Nevada. The new loan matures in April 2030, bears interest at a variable rate equal to the one-month Term SOFR plus a margin of 2.85% (initially 7.17% as of the loan date), and requires monthly principal and interest payments based on a five-year amortization schedule.

Marquee Funding Partners debt

As of March 31, 2026, the unpaid balance on the mortgages assumed from the acquisition in August 2022 of a bitcoin mining facility from WAHA Technologies Inc. is $459. The remaining payment terms range from 5-11 months with an annual interest of 13%. The last mortgage matures on March 1, 2027.

Auto and equipment loans and financing

The Company has entered into various financing arrangements to purchase vehicles and non-miner equipment with combined principal outstanding at March 31, 2026 of $2,988. The loans vary in terms from 3-68 months remaining with annual interest rates ranging from 0.0-11.3%. The loans are secured by the purchased vehicles and equipment.

On August 28, 2024, the Company entered into a master financing agreement and related equipment financing schedule with Western Alliance Bank for borrowings of up to $1,000 to finance new equipment for operational purposes through February 28, 2025, and on March 27, 2026, the Company entered into an additional equipment schedule and amendment under its master financing agreement with Western Alliance Bank for borrowings of up to $1,000 to finance additional equipment purchases through September 27, 2026. During the interim term, borrowings under these financing arrangements bear interest at the Floating Wall Street Journal Prime Rate plus 1.00% per annum, calculated on the basis of a 360-day year consisting of twelve (12) consecutive thirty (30)-day months, and interest is charged for each day there is an outstanding balance. As of March 31, 2026, the August 2024 financing arrangement had an outstanding balance of $780, and approximately $365 was outstanding under the March 2026 financing arrangement. The Floating Wall Street Journal Prime Rate was 6.75% as of March 31, 2026, resulting in an interest rate of 7.75% per annum as of that date. The financing arrangements contain financial covenants, including a minimum loan-to-value ratio, a minimum debt service coverage ratio, and a minimum average deposit balance. As of March 31, 2026, the Company was in compliance with all covenants, and no events of default had occurred under the financing arrangements.
v3.26.1
10. INCOME TAXES
 6 Months Ended
Mar. 31, 2026
Income Tax Disclosure [Abstract]  
INCOME TAXES

10. INCOME TAXES

The Company has calculated the tax provision based on the year-to-date actual effective tax rate, adjusted for discrete items in the quarter. The approach is applied when application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The Company believes, at this time, the use of the year-to-date actual effective tax rate approach is more appropriate than the annual effective tax rate method due to the high degree of uncertainty in estimating annual pre-tax income. The quarterly tax provision is subject to fluctuation due to factors including certain book and tax differences, valuation allowances against deferred tax assets, or changes in or interpretation of tax laws. We consider new evidence (both positive and negative) at each reporting date that could affect our view of the future realization of deferred tax assets. We evaluate information such as historical financial results, historical taxable income, projected future taxable income, expected timing of the reversals of existing temporary differences and available prudent and feasible tax planning strategies in our analysis.

The Company had income tax benefit (including discrete items) of $9,891 and $3,043 for the three months ended March 31, 2026 and 2025, respectively. The Company also had income tax benefit of $41,306 and income tax expense of $6,174 for the six months ended March 31, 2026 and 2025, respectively.

The Company’s effective income tax rate (including discrete items) was 2.5% and 2.1% for the three months ended March 31, 2026 and 2025 and 5.2% and 5.4% for the six months ended March 31, 2026 and 2025, respectively. The Company’s effective tax rate differs from the U.S. statutory rate of 21% primarily due to maintaining a valuation allowance on the deferred tax assets. The unrealized loss on fair market value of bitcoin for the six months ended March 31, 2026 reduced the unrealized gain on fair market value of bitcoin cumulative taxable temporary difference as of September 30, 2025. This reduced its ability to be used as a source of income to recognize deferred tax assets in future periods, resulting in a year-to-date increase in the valuation allowance of $127,762.

The Company currently maintains a valuation allowance on its U.S. deferred tax assets. The valuation allowance assessment involves significant judgment and is sensitive to the availability, timing, and character of taxable income sources (including reversals of taxable temporary differences), and other factors. Accordingly, it is reasonably possible that the valuation allowance could change materially in the next 12 months. Any such change would be recorded as a non-cash income tax expense or benefit in the period recognized.
v3.26.1
11. STOCKHOLDERS' EQUITY
 6 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCKHOLDERS' EQUITY

11. STOCKHOLDERS’ EQUITY

Overview

As of March 31, 2026, the Company’s authorized capital stock consisted of 600,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of March 31, 2026, there were 298,964,590 shares of common stock issued, 256,599,199 shares of common stock outstanding, and 1,750,000 shares of Series A Preferred Stock issued and outstanding.

As of September 30, 2025, there were 296,087,533 shares of common stock issued, 284,327,598 shares of common stock outstanding, and 1,750,000 shares of Series A Preferred Stock issued and outstanding.

Under the certificate of designation for the Series A Preferred Stock, holders were previously entitled to quarterly dividends on 2% of the Company’s earnings before interest, taxes and amortization, payable in cash or common stock. In March 2026, the Company's Board of Directors approved, and the Company filed with the Nevada Secretary of State, an amended and restated certificate of designation for the Series A Preferred Stock, which provided for the extinguishment of the quarterly dividend feature and provided for a one-time dividend payment of $30,000. Following the amendment, the Series A Preferred Stock is no longer entitled to quarterly dividends based on the Company’s earnings before interest, taxes and amortization. The Company recorded the payment as a deemed dividend (the “Deemed Dividend”), which is included in the caption Preferred stock dividends, including the deemed dividend in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income and Condensed Consolidated Statements of Stockholders’ Equity. The preferred stock dividend for the six months ended March 31, 2026 and 2025 was $30,000 and $5,141, respectively (inclusive of the Deemed Dividend paid in March 2026). The holders of the Series A Preferred Stock have a liquidation preference on the stated value of $0.02 per share. The holders are further entitled to have the Company redeem each share of their Series A Preferred Stock for three shares of common stock in the event of a change of control, and they are entitled to vote together with the holders of our common stock on all matters submitted to stockholders at a rate of forty-five (45) votes for each share of Series A Preferred Stock held.

Common stock issuances during the six months ended March 31, 2026

The Company issued 1,788,834 shares of common stock in connection with the Austin County, Texas Acquisition (see Note 3 - Acquisitions).

The Company issued 124,611 shares of common stock in connection with the exercise of stock options and warrants. Cash received from such issuance was $1,046.

Common stock repurchased during the six months ended March 31, 2026

In connection with the issuance of the 2032 Notes in November 2025 (see Note 9 - Indebtedness), the Company repurchased 30,605,456 shares of its common stock from investors in privately negotiated transactions for an aggregate repurchase price of approximately $460,000. As of March 31, 2026, the Company has accrued $3,190 in excise taxes associated with this transaction. The shares were repurchased at fair value and the entire repurchase price was allocated to the repurchase of the shares.

Common stock issuances during the six months ended March 31, 2025

The Company issued 5,031,221 shares of common stock in connection with the GRIID Acquisition.

The Company issued 16,619,361 shares of common stock in connection with an at the market offering agreement, resulting in gross proceeds of $191,603 and issuance costs of $4,795.

The Company issued 25,510 shares of common stock in connection with the exercise of stock options and warrants. Cash received from such issuance was $154.

Common stock repurchased during the six months ended March 31, 2025

In connection with the issuance of the 2030 Notes in December 2024 (see Note 9 - Indebtedness), the Company repurchased 11,759,935 shares of its common stock for from investors in privately negotiated transactions for an aggregate repurchase price of approximately $145,000. The shares were repurchased at fair value and the entire repurchase price was allocated to the repurchase of the shares.

v3.26.1
12. STOCK WARRANTS
 6 Months Ended
Mar. 31, 2026
Stock Warrants  
STOCK WARRANTS

12. STOCK WARRANTS

At March 31, 2026, the Company used the Black-Scholes option-pricing model to estimate the fair value of the liability warrants using Level 3 inputs. The fair value of the liability warrants are included in the Other liabilities caption on the Condensed Consolidated Balance Sheets and the changes in fair value are included in (Loss) gain on derivative securities, net on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The following is a summary of stock warrant activity during the six months ended March 31, 2026.

 

Number of Warrants Outstanding

 

 

Number of Shares to be Issued Upon Exercise of Warrants

 

 

Weighted Average Exercise Price ($) (1)

 

Balance, September 30, 2025

 

 

22,821,286

 

 

 

1,604,559

 

 

$

156.30

 

Warrants granted

 

 

—

 

 

 

—

 

 

$

—

 

Warrants exercised

 

 

—

 

 

 

—

 

 

$

—

 

Balance, March 31, 2026

 

 

22,821,286

 

 

 

1,604,559

 

 

$

156.30

 

(1) Weighted average calculated weighting the exercise price versus the number of common shares that would be granted on exercise.

As of March 31, 2026, there were warrants exercisable to purchase 1,604,559 shares of common stock in the Company and there were no unvested warrants. These warrants have a weighted average exercise price of $156.30. Most outstanding warrants contain provisions allowing a cashless exercise at their respective exercise prices.

As of March 31, 2026, 22,813,726 of the outstanding warrants had a weighted average remaining term of 2.6 years and an intrinsic value of $5. The remaining 7,560 of the outstanding warrants do not have expiration dates and have an intrinsic value of $37.
v3.26.1
13. STOCK-BASED COMPENSATION
 6 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCK-BASED COMPENSATION

13. STOCK-BASED COMPENSATION

The Company grants various equity awards as compensation for services received. Typically, the equity awards are meant to encourage retention of our workforce and accordingly certain awards also require a service period in addition to performance based awards.

Such awards have historically been in the form of stock options and restricted stock units. Grants of restricted stock units can be any of the of the following types: (a) time-based awards subject only to continued service conditions (“RSUs”), (b) performance-based awards subject to achievement of specified operational objectives (“PSUs”), or (c) market-performance-based awards with payout based on specified market conditions (“MPSUs”).

As of March 31, 2026 there were 718,525 shares available and authorized for issuance under the Plan.

The Company recognized $24,186 and $6,122 for the six months ended March 31, 2026 and 2025, respectively, in stock-based compensation.

STOCK OPTIONS

The following is a summary of stock option activity during the six months ended March 31, 2026:

 

Number of
Option Shares

 

 

Weighted Average
Exercise Price ($)

 

Balance, September 30, 2025

 

 

2,162,186

 

 

$

15.66

 

Options expired

 

 

(22,592

)

 

$

14.07

 

Options forfeited

 

 

(54,904

)

 

$

10.47

 

Options exercised

 

 

(124,611

)

 

$

8.40

 

Balance, March 31, 2026

 

 

1,960,079

 

 

$

16.28

 

As of March 31, 2026, there were options exercisable to purchase 1,632,606 shares of common stock in the Company and 327,473 unvested options outstanding that cannot be exercised until vesting conditions are met. As of March 31, 2026, the outstanding options had a weighted average remaining term of 6.5 years and an intrinsic value of $1,132. Forfeitures of options are recognized as they occur.

The Company recognized stock-based compensation expense relating to stock options of $1,768 and $2,123 for the six months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company expects to recognize $3,418 of stock-based compensation for the non-vested outstanding options over a weighted-average period of 1.2 years.

RESTRICTED STOCK UNITS

On March 9, 2026, the Company granted 124,880 RSUs to its board members as part of their annual compensation. These RSUs have a combined grant-date fair value of $1,200. The RSUs are scheduled to vest in four equal quarterly installments on June 30, 2026, September 30, 2026, December 31, 2026, and March 31, 2027. As of March 31, 2026, the Company had not settled or issued any of these RSUs because no vesting date had occurred.

On March 20, 2026, the Company granted 5,411,148 awards to 22 members of its senior leadership team under its 2026 Long Term Incentive Plan (“2026 LTIP”), which was approved by the Compensation Committee of the Board of Directors, consisting of approximately 40% RSUs and 60% performance-based awards, with the performance-based portion split equally between PSUs and MPSUs.

The Company’s RSUs vest over 3 years, on an annual basis. The value of RSUs is calculated using the closing price of the Company’s common stock on the grant date. Compensation cost for RSUs is recognized ratably over the requisite service period. The Company recognizes forfeitures as they occur.

The following table summarizes the activity for all RSUs during the six months ended March 31, 2026:

 

Number of Shares

 

 

Weighted Average Fair Value Per Share

 

 

Aggregate Intrinsic Value

 

Outstanding at September 30, 2025

 

 

12,891,419

 

 

$

9.16

 

 

$

186,926

 

Granted

 

 

3,821,813

 

 

$

10.71

 

 

 

 

Vested

 

 

(926,093

)

 

$

8.62

 

 

 

 

Forfeited

 

 

(184,079

)

 

$

8.16

 

 

 

 

Outstanding at March 31, 2026

 

 

15,603,060

 

 

$

9.58

 

 

$

132,782

 

 

As of March 31, 2026, the Company had 15,603,060 outstanding unvested time-based restricted stock awards, which will vest over the weighted average 2.5 years. As of March 31, 2026, the unrecognized compensation costs related to all RSUs is $121,112.

The Company recognized stock-based compensation expenses related to RSUs, of $21,686 and $3,942 for the six months ended March 31, 2026 and 2025, respectively.

PERFORMANCE STOCK UNITS

2026 Long Term Incentive Plan

The 60% of the 2026 LTIP granted by the Company consisted of 30% PSU and 30% MPSU. Under the 2026 LTIP, the operational PSU tranche is based on gross MW under executed contracts for AI data center leases and the market-performance tranche is based on a 20-day volume-weighted average price (“VWAP”) multiple at 2.0x the baseline stock price on grant date of $9.40. The Company valued the awards of the operational PSUs using the closing price of the Company’s common stock on the grant date. The MPSUs were valued using a Monte Carlo simulation model whereby the grant date fair value was determined to be $5.79 per unit. Compensation cost for PSUs is recognized over the requisite service period based on the Company’s estimate of the probable payout outcome, with cumulative catch-up adjustments recorded when those estimates change. Compensation cost for MPSUs is recognized over the requisite service period based on the fixed grant-date fair value, regardless of whether the market condition is ultimately achieved, provided the requisite service is rendered. The 2026 LTIP PSUs and MPSUs may be achieved during the applicable performance measurement period, but any resulting awards vest only on March 20, 2029, subject to continued service. As of March 31, 2026, the Company has estimated that 100% of the operational PSU tranche will vest, based on currently owned locations actively marketed or expected to be marketed with power capabilities to meet the expected performance targets by March 20, 2027. The Company will evaluate the status of this performance metric each period end will record an expense true-up in the period of any estimate change.

The following table summarizes the performance targets and payout levels for the operational PSU tranche granted under the 2026 LTIP:

2026 LTIP Operational PSU Performance Targets

Executed Lease Agreement Achievement Level through March 20, 2027

Payout as a % of Target PSU Tranche

Less than 600 MW

0%

600 MW to 699 MW

25%

700 MW to 799 MW

50%

800 MW or greater

100%

 

Strategic Transformation Performance Award

Also on March 20, 2026, the Company granted 7,698,000 performance stock awards to three executives under the one-time Strategic Transformation Performance Award (“STPA”). The STPA was approved by the Compensation Committee of the Board of Directors and was granted under the Company’s stockholder-approved equity incentive plan. The STPA consisted entirely of performance-based awards, split equally between PSUs and MPSUs. Under the STPA, the operational PSU tranche is based on Total Gross MW of AI data centers “Ready for Service” and the market-performance tranche is based on a 20-day VWAP multiple ranging from 5.0x to 10.0x the baseline stock price on grant date of $9.40. The Company valued the awards of the operational PSUs using the closing price of the Company’s common stock on the grant date. The MPSUs were valued using a Monte Carlo simulation model whereby the grant date fair value was determined to be $6.71 per unit. Compensation cost for PSUs is recognized over the requisite service period based on the Company’s estimate of the probable payout outcome, with cumulative catch-up adjustments recorded when those estimates change. Compensation cost for MPSUs is recognized over the requisite service period based on the fixed grant-date fair value, regardless of whether the market condition is ultimately achieved, provided the requisite service is rendered. The STPA PSUs and MPSUs may be achieved during the performance period between the grant date and September 30, 2030, and any earned awards are released only if the grantee remains employed through September 30, 2030. As of March 31, 2026, the Company has estimated that 0% of the operational PSU tranche will vest since no data center leases have yet been executed and accordingly, no lease commencement dates can be estimated as “Ready for Service” within the performance period. The Company will evaluate the status of future lease transactions each period end and will record an expense true-up in the period of such change.

The following table summarizes the performance targets and payout levels for the operational PSU tranche granted under the STPA:

STPA Operational PSU Performance Targets

AI Data Center Capacity Ready for Service Achievement Level through September 30, 2030

Payout as a % of Target PSU Tranche

Less than 1.00 GW

0%

1.00 GW to 1.49 GW

25%

1.50 GW to 1.99 GW

40%

2.00 GW to 2.24 GW

70%

2.25 GW to 2.49 GW

90%

2.50 GW or greater

100%

The following table summarizes the market-performance targets and payout levels for the MPSU tranche granted under the STPA:

STPA MPSU Market-Performance Targets

20-Day VWAP Achievement Level through September 30, 2030

Implied 20-Day VWAP Based on $9.40 Baseline Stock Price

Payout as a % of Target MPSU Tranche

Less than 5.0x baseline stock price

Less than $47.00

0%

5.0x baseline stock price

$47.00

20%

6.0x baseline stock price

$56.40

35%

7.0x baseline stock price

$65.80

55%

8.0x baseline stock price

$75.20

75%

9.0x baseline stock price

$84.60

90%

10.0x baseline stock price

$94.00

100%

The following table summarizes the activity for all PSUs and MPSUs during the six months ended March 31, 2026:

 

 

General PSUs

 

 

LTIP PSUs

 

 

STPA PSUs

 

 

Total
Number of Shares

 

 

Weighted Average Fair Value Per Share

 

 

Aggregate Intrinsic Value

 

Outstanding at September 30, 2025

 

 

38,460

 

 

 

—

 

 

 

—

 

 

 

38,460

 

 

$

10.61

 

 

$

558

 

Granted

 

 

—

 

 

 

3,246,689

 

 

 

7,698,000

 

 

 

10,944,689

 

 

$

7.92

 

 

 

 

Vested

 

 

(38,460

)

 

 

—

 

 

 

—

 

 

 

(38,460

)

 

$

10.61

 

 

 

 

Outstanding at March 31, 2026

 

 

—

 

 

 

3,246,689

 

 

 

7,698,000

 

 

 

10,944,689

 

 

$

7.92

 

 

$

93,139

 

Less: Not expected to vest

 

 

—

 

 

 

—

 

 

 

3,849,000

 

 

 

3,849,000

 

 

$

9.40

 

 

 

 

Expected to vest, March 31, 2026

 

 

—

 

 

 

3,246,689

 

 

 

3,849,000

 

 

 

7,095,689

 

 

$

7.11

 

 

$

60,384

 

The fair values of the MPSUs were determined using the Monte Carlo simulation and the inputs of MPSUs issued in the six months ended March 31, 2026 were as follows:

Fair value assumptions - Market-based RSUs granted:

 

March 31, 2026

Risk free interest rate

 

3.95%

Expected volatility

 

101.70%

Expected dividends through the vesting term

 

$0.00

Performance period (years)

 

1.0 - 4.5

Vesting term (years)

 

3.0 - 4.5

As of March 31, 2026, the Company had 7,095,689 stock awards related to PSUs expected to vest combined with MPSUs outstanding. The total compensation cost related to unearned PSUs expected to vest and MPSUs not yet recognized, assuming the Company’s current projected assessment of the level of performance that will be achieved, was approximately $47,362 and the weighted average period over which it is expected to be recognized is approximately 3.8 years. This estimate is based on the current projected levels of performance of outstanding PSUs. The compensation cost not yet recognized could be higher or lower based on actual achieved levels of performance.

Stock-based compensation expense relating to PSUs and MPSUs was $733 and $57 for the six months ended March 31, 2026 and 2025, respectively.

v3.26.1
14. REVENUE AND VENDOR CONCENTRATIONS
 6 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
REVENUE AND VENDOR CONCENTRATIONS

14. REVENUE AND VENDOR CONCENTRATIONS

The Company has one mining pool operator (Foundry Digital) that represented 100% of revenue for the six months ended March 31, 2026 and 2025. Revenues from Foundry Digital represented 100% of the Company’s total revenues for each of those years, as all bitcoin mining rewards are received through the Foundry mining pool.

The Company had the following significant suppliers of bitcoin miners, with the percentage based on purchase amounts for the six months ended March 31, 2026 and 2025:

 

 

For the six months ended March 31,

 

 

2026

 

 

2025

 

16287042 Canada Inc.

 

 

20

%

 

 

—

 

Bitmain Technologies

 

 

72

%

 

 

94

%
v3.26.1
15. COMMITMENTS AND CONTINGENCIES
 6 Months Ended
Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

15. COMMITMENTS AND CONTINGENCIES

Contractual future payments

The contractual future payments related to the Company’s indebtedness are disclosed in Note 9 - Indebtedness to the Condensed Consolidated Financial Statements. The following table sets forth additional information regarding the Company’s unconditional contractual future obligations as of March 31, 2026 that are not recorded in the Condensed Consolidated Balance Sheets:

 

 

Fiscal Year

 

 

 

 

 ($ in thousands)

 

2026

 

 

2027

 

 

2028

 

 

Total

 

Contractual obligations:

 

 

 

 

 

 

 

 

 

 

 

 

Modular immersion data centers

 

$

17,000

 

 

$

—

 

 

$

—

 

 

$

17,000

 

Equipment maintenance service contracts

 

 

947

 

 

 

—

 

 

 

—

 

 

 

947

 

Construction in progress

 

 

30,504

 

 

 

4,202

 

 

 

—

 

 

 

34,706

 

Software contracts

 

 

261

 

 

 

1,223

 

 

 

1,281

 

 

 

2,765

 

Other service contracts

 

 

500

 

 

 

450

 

 

 

—

 

 

 

950

 

Total

 

$

49,212

 

 

$

5,875

 

 

$

1,281

 

 

$

56,368

 

U.S. importation tariffs

In May 2025, the Company began receiving invoices from the U.S. Customs and Border Protection agency (“CBP”) asserting Chinese origin import tariffs on certain miners imported in 2024. In addition to the documentation received by the Company during importation that validates non-Chinese origin, the seller of the miners has consistently represented to the Company that the country of origin of the mining hardware was not China, as required by the applicable purchase agreements. In the event that CBP were to successfully defend its allegations of Chinese origin and assert import duties with respect to the remaining entries at issue, the Company’s total tariff liability in respect of previously purchased miners could rise to approximately $130,000, not including statutory interest. The Company has filed administrative protests challenging these determinations, and certain protests have been approved by CBP through the administrative process. The Company continues to believe CBP’s allegation of Chinese origin are without merit and continues to contest the remaining asserted duties.

While the ultimate outcome of this matter remains uncertain, the Company has determined that a loss is not probable and, accordingly, no provision was recorded as of March 31, 2026.

Legal contingencies

In addition to the legal matters disclosed below, the Company may from time to time be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

Hasthantra v. CleanSpark, Inc. et al.

On January 20, 2021, Scott Bishins (“Bishins”), individually, and on behalf of all others similarly situated (together, the “Class” and the “Plaintiffs”), filed a class action complaint in the United States District Court for the Southern District of New York against the Company and certain of its officers, including the Company’s CEO and the Executive Chair.

On December 2, 2021, the Court appointed Bishins and Darshan Hasthantra as lead plaintiffs, and on February 1, 2024, the Court entered a voluntary dismissal on behalf of Bishins.

On February 28, 2022, Plaintiffs filed an Amended Class Complaint alleging that, between December 10, 2020, and August 16, 2021, Defendants made material misstatements and omissions related to the Company’s acquisition of ATL Data Centers LLC and its anticipated expansion of bitcoin mining operations. Plaintiffs seek certification of the Class, an award of compensatory damages, and reimbursement of costs and expenses.

On September 24, 2025, the Court granted Plaintiffs’ motion for class certification. Expert discovery concluded in late 2025. On December 12, 2025, the Company filed motions to exclude the reports and testimony of Plaintiffs’ two expert witnesses, Dr. Zahn Bozanic and David M. Ponte, which were fully briefed as of March 3, 2026, and remain pending.

The Company believes that the claims asserted are without merit and intends to defend against them vigorously. At this time, the Company is unable to estimate potential losses, if any, that may arise.

Consolidated Smith Derivative Actions

Between February 21, 2023, and March 8, 2023, four shareholder derivative actions were filed in the Eighth Judicial District Court of the State of Nevada in Clark County against certain current and former officers and directors of the Company, including its Executive Chair, Chief Executive Officer, and former Chief Financial Officer. Each action was consolidated in the Eighth Judicial District Court of Nevada (the “Consolidated Smith Action”). The claims assert breach of fiduciary duty, unjust enrichment, and corporate waste under Nevada law, with the plaintiffs seeking monetary damages, restitution, declaratory relief, litigation costs, and the imposition of additional corporate governance and internal controls.

The Company’s Board of Directors formed a Special Litigation Committee (the “SLC”) to investigate and evaluate the claims in accordance with Nevada law. On November 6, 2023, the court granted the SLC’s motion to intervene and stayed the case pending the SLC’s Motion that the Claims Should be Dismissed (the “Motion to Defer”). On April 2, 2026, the Court denied the Motion to Defer without prejudice to the defendants’ contentions relative to the merits of the action. The denial was procedural in nature and did not constitute a ruling on the merits of underlying claims. The Company is evaluating whether to seek appellate review or other available remedies.

The Company believes that the claims raised in the Consolidated Smith Action are without merit and intends to defend itself vigorously against them. At this time, the Company is unable to estimate potential losses, if any, related to this matter.
v3.26.1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 6 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. The unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on November 25, 2025 (the “Form 10-K”).

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented in this Quarterly Report on Form 10-Q have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full fiscal year.

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company, and the Company’s wholly owned subsidiaries. All intercompany transactions have been eliminated upon consolidation of these entities. The Company has a sole reportable segment which is the bitcoin mining segment.

There were no changes to the Company’s most significant estimates and assumptions, significant accounting policies, or recent accounting pronouncements that were disclosed in Note 2 - Summary of Significant Accounting Policies included in the Form 10-K other than as discussed below.
Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, which enhances existing income tax disclosure requirements, including requiring greater disaggregation of information in the effective tax rate reconciliation and income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of ASU 2023-09 on its Condensed Consolidated Financial Statements and expects to adopt the guidance in its annual report for the current fiscal year ending September 30, 2026.
Segment reporting

Segment reporting

The Company operates as a single operating and reportable segment focused on bitcoin mining. The Company’s Chief Executive Officer serves as the chief operating decision maker (“CODM”) and uses consolidated net (loss) income as the measure of segment (loss) income. The CODM uses consolidated net (loss) income, as presented on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, to evaluate the Company’s overall profitability and performance, to determine the volume and timing of bitcoin mining to be performed, to allocate and reallocate resources, including miner purchases and expansion projects, and to focus investment where long-term profitability appears most viable.

The CODM is regularly provided with information on certain significant segment expenses, including Cost of revenues (exclusive of depreciation and amortization), Professional fees, Payroll expenses, General and administrative expenses, Depreciation and amortization, and Loss (gain) on fair value of bitcoin, net. These significant segment expenses are consistent with those presented on the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, and depreciation expense attributable to miners is disclosed in Note 7 - Property and Equipment. The measure of the Company’s segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. Stock-based compensation is consistent with the amounts presented on the Condensed Consolidated Statements of Cash Flows. All of the Company’s long-lived assets are in the United States. Information about the Company’s revenue and vendor concentrations is included in Note 14 - Revenue and Vendor Concentrations.
Accrued liabilities

Accrued liabilities

The Company records accruals for expenses that have been incurred but not yet invoiced or paid as of each balance sheet date. These accruals are included within current liabilities and represent estimates of obligations for which the timing or amount of payment is uncertain. Accrued liabilities primarily consist of indirect tax exposures, payroll and related benefits, operating expenses, and other miscellaneous accruals arising in the ordinary course of business.

The following table summarizes the composition of the Company’s accrued liabilities on the Condensed Consolidated Balance Sheets indicated:

 ($ in thousands)

 

March 31,
2026

 

 

September 30,
2025

 

Indirect tax contingencies

 

$

65,167

 

 

$

64,481

 

Accrued operating expenses

 

 

16,243

 

 

 

30,562

 

Accrued payroll expenses

 

 

11,370

 

 

 

15,530

 

Indirect tax accruals

 

 

5,812

 

 

 

6,017

 

Other accrued liabilities

 

 

2,939

 

 

 

954

 

Accrued liabilities

 

$

101,531

 

 

$

117,544

 
(Loss) income per share

(Loss) income per share

The Company reports (loss) income per share in accordance with FASB ASC 260-10, Earnings Per Share, which provides for calculation of “basic” and “diluted” earnings per share.

Basic earnings per share includes no dilution and is computed by dividing net (loss) income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net (loss) income per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

Common stock issuable upon the exercise of outstanding stock options, vesting of restricted stock, and warrants are computed using the treasury stock method. Potential shares of common stock issuable upon conversion of the convertible notes and Series A preferred stock are computed using the if-converted method.

Provided below is the (loss) income per share calculation for the three and six months ended March 31, 2026 and 2025:

 

For the three months ended March 31,

 

 

For the six months ended March 31,

 

 ($ in thousands, except share and per share amounts)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to common shareholders - Basic

 

$

(408,343

)

 

$

(138,792

)

 

$

(787,054

)

 

$

102,858

 

Non-cash interest expense on convertible notes

 

 

—

 

 

 

—

 

 

 

—

 

 

 

818

 

Net (loss) income attributable to common shareholders - Dilutive

 

 

(408,343

)

 

 

(138,792

)

 

 

(787,054

)

 

 

103,676

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding - Basic

 

 

267,827,913

 

 

 

280,853,882

 

 

 

274,726,414

 

 

 

282,722,198

 

Dilutive impact of stock options and other share-based awards

 

 

—

 

 

 

—

 

 

 

—

 

 

 

511,028

 

Dilutive impact of convertible notes

 

 

—

 

 

 

—

 

 

 

—

 

 

 

25,103,310

 

Weighted-average common shares outstanding - Dilutive

 

 

267,827,913

 

 

 

280,853,882

 

 

 

274,726,414

 

 

 

308,336,536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(1.52

)

 

$

(0.49

)

 

$

(2.86

)

 

$

0.36

 

Diluted

 

$

(1.52

)

 

$

(0.49

)

 

$

(2.86

)

 

$

0.34

 

Convertible senior notes are reflected in diluted earnings per share using the if-converted method when doing so is dilutive, meaning the additional shares and related interest add-back reduce earnings per share; otherwise, they are excluded as antidilutive. The un-weighted number of shares excluded from diluted earnings per share for the three and six months ended March 31, 2026 and 2025 are noted in the table below. Such shares were excluded as their assumed conversion would have been antidilutive or, for preferred stock, because the change-in-control conversion contingency was not satisfied.

 

For the three months ended March 31,

 

 

For the six months ended March 31,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Convertible notes

 

103,941,450

 

 

43,930,770

 

 

103,941,450

 

 

—

 

Series A preferred stock conversion

 

5,250,000

 

 

5,250,000

 

 

5,250,000

 

 

5,250,000

 

Anti-dilutive warrants

 

1,604,559

 

 

1,604,559

 

 

1,604,559

 

 

1,596,999

 

Anti-dilutive stock options

 

1,992,759

 

 

2,403,954

 

 

1,992,759

 

 

1,805,151

 

Anti-dilutive restricted stock awards

 

26,547,749

 

 

1,780,149

 

 

26,547,749

 

 

—

 

Total anti-dilutive securities

 

 

139,336,517

 

 

 

54,969,432

 

 

 

139,336,517

 

 

 

8,652,150

 

 
Fair value measurement of financial instruments, derivative assets and contingent consideration

Fair value measurement of financial instruments, derivative assets and contingent consideration

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

Level 1

Quoted prices for identical assets or liabilities in active markets. These are typically obtained from real-time quotes in active exchange markets involving identical assets or liabilities.

Level 2

Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily available pricing sources for comparable assets or liabilities.

Level 3

Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. Due to the use of significant unobservable inputs, a change in those inputs to a different amount might result in a significantly higher or lower fair value measurement.

The carrying value of cash, accounts payable, accrued expenses and short-term portion of loan payable are Level 1 and approximate their fair values because of the short-term nature of the instruments. The carrying amount of the Company’s long-term interest-bearing portion of loan payable is also stated at fair value since the stated rate of interest approximates market rates available to the Company for a similar duration. The fair values of warrant liabilities were determined based on Black Scholes option-pricing model using Level 2 inputs. The fair value of the DAM (as defined below) derivative liabilities, as defined in Note 6 - Investments and Derivatives, were also determined based on Black Scholes option-pricing model but utilized historical volatility of bitcoin as an input which is deemed to be a Level 3 input.

The following table presents the Company’s assets and liabilities that are measured and recorded at fair value on the Company’s Condensed Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2026 and September 30, 2025:

March 31, 2026

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents(1)

 

$

7,916

 

 

$

7,916

 

 

$

—

 

 

$

—

 

Receivable from bitcoin collateral(2)

 

 

111,940

 

 

 

—

 

 

 

111,940

 

 

 

—

 

Bitcoin

 

 

813,221

 

 

 

813,221

 

 

 

—

 

 

 

—

 

Bitcoin derivative - Bitmain contracts

 

 

1,283

 

 

 

—

 

 

 

—

 

 

 

1,283

 

DAM derivative assets

 

 

216

 

 

 

—

 

 

 

—

 

 

 

216

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

DAM derivative liabilities

 

 

3,786

 

 

 

—

 

 

 

—

 

 

 

3,786

 

Interest rate swap derivative

 

 

39

 

 

 

—

 

 

 

39

 

 

 

—

 

Warrant liabilities

 

 

3

 

 

 

—

 

 

 

3

 

 

 

—

 

 

September 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents(1)

 

$

32,992

 

 

$

32,992

 

 

$

—

 

 

$

—

 

Receivable from bitcoin collateral(2)

 

 

294,648

 

 

 

—

 

 

 

294,648

 

 

 

—

 

Bitcoin

 

 

1,189,443

 

 

 

1,189,443

 

 

 

—

 

 

 

—

 

Bitcoin derivative - Bitmain contracts

 

 

233

 

 

 

—

 

 

 

—

 

 

 

233

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap derivative

 

 

93

 

 

 

—

 

 

 

93

 

 

 

—

 

Warrant liabilities

 

 

115

 

 

 

—

 

 

 

115

 

 

 

—

 

(1) Represents money market funds.

(2) See Note 5 - Receivable from Bitcoin Collateral for more information.

There were no transfers between Level 1, 2 or 3 during the six months ended March 31, 2026.

The activities of the financial instruments that were measured and recorded at fair value on the Company’s Condensed Consolidated Balance Sheets on a recurring basis during the six months ended March 31, 2026 and year ended September 30, 2025 are described in Note 6 - Investments and Derivatives.

v3.26.1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 6 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Schedule of Summarizes the Composition of the Company Accrued Liabilities

The following table summarizes the composition of the Company’s accrued liabilities on the Condensed Consolidated Balance Sheets indicated:

 ($ in thousands)

 

March 31,
2026

 

 

September 30,
2025

 

Indirect tax contingencies

 

$

65,167

 

 

$

64,481

 

Accrued operating expenses

 

 

16,243

 

 

 

30,562

 

Accrued payroll expenses

 

 

11,370

 

 

 

15,530

 

Indirect tax accruals

 

 

5,812

 

 

 

6,017

 

Other accrued liabilities

 

 

2,939

 

 

 

954

 

Accrued liabilities

 

$

101,531

 

 

$

117,544

 
Schedule of Earnings Per Share Basic and Diluted

Provided below is the (loss) income per share calculation for the three and six months ended March 31, 2026 and 2025:

 

For the three months ended March 31,

 

 

For the six months ended March 31,

 

 ($ in thousands, except share and per share amounts)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to common shareholders - Basic

 

$

(408,343

)

 

$

(138,792

)

 

$

(787,054

)

 

$

102,858

 

Non-cash interest expense on convertible notes

 

 

—

 

 

 

—

 

 

 

—

 

 

 

818

 

Net (loss) income attributable to common shareholders - Dilutive

 

 

(408,343

)

 

 

(138,792

)

 

 

(787,054

)

 

 

103,676

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding - Basic

 

 

267,827,913

 

 

 

280,853,882

 

 

 

274,726,414

 

 

 

282,722,198

 

Dilutive impact of stock options and other share-based awards

 

 

—

 

 

 

—

 

 

 

—

 

 

 

511,028

 

Dilutive impact of convertible notes

 

 

—

 

 

 

—

 

 

 

—

 

 

 

25,103,310

 

Weighted-average common shares outstanding - Dilutive

 

 

267,827,913

 

 

 

280,853,882

 

 

 

274,726,414

 

 

 

308,336,536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income per common share attributable to common shareholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(1.52

)

 

$

(0.49

)

 

$

(2.86

)

 

$

0.36

 

Diluted

 

$

(1.52

)

 

$

(0.49

)

 

$

(2.86

)

 

$

0.34

 
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share The un-weighted number of shares excluded from diluted earnings per share for the three and six months ended March 31, 2026 and 2025 are noted in the table below. Such shares were excluded as their assumed conversion would have been antidilutive or, for preferred stock, because the change-in-control conversion contingency was not satisfied.

 

For the three months ended March 31,

 

 

For the six months ended March 31,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Convertible notes

 

103,941,450

 

 

43,930,770

 

 

103,941,450

 

 

—

 

Series A preferred stock conversion

 

5,250,000

 

 

5,250,000

 

 

5,250,000

 

 

5,250,000

 

Anti-dilutive warrants

 

1,604,559

 

 

1,604,559

 

 

1,604,559

 

 

1,596,999

 

Anti-dilutive stock options

 

1,992,759

 

 

2,403,954

 

 

1,992,759

 

 

1,805,151

 

Anti-dilutive restricted stock awards

 

26,547,749

 

 

1,780,149

 

 

26,547,749

 

 

—

 

Total anti-dilutive securities

 

 

139,336,517

 

 

 

54,969,432

 

 

 

139,336,517

 

 

 

8,652,150

 

 
Schedule of Financial Instruments

The following table presents the Company’s assets and liabilities that are measured and recorded at fair value on the Company’s Condensed Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2026 and September 30, 2025:

March 31, 2026

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents(1)

 

$

7,916

 

 

$

7,916

 

 

$

—

 

 

$

—

 

Receivable from bitcoin collateral(2)

 

 

111,940

 

 

 

—

 

 

 

111,940

 

 

 

—

 

Bitcoin

 

 

813,221

 

 

 

813,221

 

 

 

—

 

 

 

—

 

Bitcoin derivative - Bitmain contracts

 

 

1,283

 

 

 

—

 

 

 

—

 

 

 

1,283

 

DAM derivative assets

 

 

216

 

 

 

—

 

 

 

—

 

 

 

216

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

DAM derivative liabilities

 

 

3,786

 

 

 

—

 

 

 

—

 

 

 

3,786

 

Interest rate swap derivative

 

 

39

 

 

 

—

 

 

 

39

 

 

 

—

 

Warrant liabilities

 

 

3

 

 

 

—

 

 

 

3

 

 

 

—

 

 

September 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

Amount

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents(1)

 

$

32,992

 

 

$

32,992

 

 

$

—

 

 

$

—

 

Receivable from bitcoin collateral(2)

 

 

294,648

 

 

 

—

 

 

 

294,648

 

 

 

—

 

Bitcoin

 

 

1,189,443

 

 

 

1,189,443

 

 

 

—

 

 

 

—

 

Bitcoin derivative - Bitmain contracts

 

 

233

 

 

 

—

 

 

 

—

 

 

 

233

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap derivative

 

 

93

 

 

 

—

 

 

 

93

 

 

 

—

 

Warrant liabilities

 

 

115

 

 

 

—

 

 

 

115

 

 

 

—

 

(1) Represents money market funds.

(2) See Note 5 - Receivable from Bitcoin Collateral for more information.
v3.26.1
3. ACQUISITIONS (Tables)
 6 Months Ended
Mar. 31, 2026
Sealy texas acquisition [Member]  
Business Combination [Line Items]  
Schedule of Purchase Price Allocation

The allocation of the purchase price of the assets acquired are summarized below:

($ in thousands)

 

Allocation at acquisition date

 

Land

 

$

58,047

 

Other long-term assets

 

 

7,651

 

Total

 

$

65,698

 
Damon Texas Acquisition [Member]  
Business Combination [Line Items]  
Schedule of Purchase Price Allocation

The allocation of the purchase price of the assets acquired are summarized below:

($ in thousands)

 

Allocation at acquisition date

 

Land

 

$

20,622

 

Other long-term assets

 

 

8,030

 

Total

 

$

28,652

 
v3.26.1
4. BITCOIN (Tables)
 6 Months Ended
Mar. 31, 2026
Common Domain Members [Abstract]  
Schedule of Company's Bitcoin Holdings The following table presents a description of the Company’s bitcoin holdings as of March 31, 2026 and September 30, 2025:

 

 

As of

 

Bitcoin holdings

 

March 31, 2026

 

 

September 30, 2025

 

Number of bitcoin held

 

 

11,920

 

 

 

10,428

 

Cost basis - per bitcoin

 

$

97,309

 

 

$

105,025

 

Fair value - per bitcoin

 

$

68,222

 

 

$

114,068

 

Cost basis of bitcoin (in '000s)

 

$

1,159,953

 

 

$

1,095,151

 

Fair value of bitcoin (in '000s)

 

$

813,221

 

 

$

1,189,443

 
Schedule of Activities of The Bitcoin

The following table presents information based on the activity of bitcoin for the three and six months ended March 31, 2026 and 2025:

 

 

For the three months ended March 31,

 

 

For the six months ended March 31,

 

 ($ in thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Beginning Balance

 

$

1,001,997

 

 

$

929,078

 

 

$

1,189,443

 

 

$

431,661

 

Addition of bitcoin from mining activities(1)

 

 

136,408

 

 

 

181,712

 

 

 

317,588

 

 

 

344,018

 

Bitcoin purchased

 

 

46,343

 

 

 

—

 

 

 

46,374

 

 

 

—

 

Bitcoin sold

 

 

(29,413

)

 

 

—

 

 

 

(57,590

)

 

 

—

 

Bitcoin issued for services and other non-cash consideration

 

 

(47,661

)

 

 

(3,488

)

 

 

(48,373

)

 

 

(6,903

)

Bitcoin transferred to collateral account

 

 

(87,034

)

 

 

—

 

 

 

(611,333

)

 

 

(8,860

)

Bitcoin received from collateral account

 

 

16,688

 

 

 

—

 

 

 

448,051

 

 

 

129,180

 

(Loss) gain on fair value of bitcoin, net

 

 

(224,107

)

 

 

(127,667

)

 

 

(470,939

)

 

 

90,539

 

Ending Balance(2)

 

$

813,221

 

 

$

979,635

 

 

$

813,221

 

 

$

979,635

 

(1) Net of mining pool fees.

(2) Includes Bitcoin - current of $674,447 and Bitcoin - noncurrent of $138,774 as presented within Condensed Consolidated Balance Sheets as of March 31, 2026.
v3.26.1
6. INVESTMENTS AND DERIVATIVES (Tables)
 6 Months Ended
Mar. 31, 2026
Schedule of Investments [Abstract]  
Summary of Carrying Value of all Investments The following table presents the carrying value of all investments and derivative instruments, aside from the Company’s warrant liability, including balances as of September 30, 2025 and activity during the period ended March 31, 2026:

Fair value measurements for derivative instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheet classification(1):

 

Derivative investments

 

 

Other current liabilities

 

 ($ in thousands)

 

Bitmain
Derivatives

 

 

DAM Derivative Assets

 

 

DAM Derivative Liabilities

 

 

Interest Rate Swap

 

Balance as of September 30, 2025

 

$

233

 

 

$

—

 

 

$

—

 

 

$

(93

)

Total gains or losses for the period

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) gain on derivative securities

 

 

(5,463

)

 

 

5,622

 

 

 

6,630

 

 

 

54

 

Purchases, sales, and settlements

 

 

 

 

 

 

 

 

 

 

 

 

Purchased and acquired options

 

 

6,513

 

 

 

—

 

 

 

16,897

 

 

 

—

 

Written options

 

 

—

 

 

 

—

 

 

 

(33,952

)

 

 

—

 

Settlements and expiries

 

 

—

 

 

 

(5,406

)

 

 

6,639

 

 

 

—

 

Balance as of March 31, 2026

 

$

1,283

 

 

$

216

 

 

$

(3,786

)

 

$

(39

)

(1) Balance rows presented represent assets if positive or liabilities if negative.
v3.26.1
7. PROPERTY AND EQUIPMENT (Tables)
 6 Months Ended
Mar. 31, 2026
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment

Property and equipment consist of the following:

 

 

As of

 

 ($ in thousands)

 

March 31, 2026

 

 

September 30, 2025

 

Land

 

$

127,550

 

 

$

39,299

 

Land improvements

 

 

10,681

 

 

 

9,937

 

Building and improvements

 

 

100,633

 

 

 

96,400

 

Leasehold improvements

 

 

2,941

 

 

 

2,941

 

Miners

 

 

1,404,966

 

 

 

1,422,011

 

Mining equipment

 

 

24,843

 

 

 

24,807

 

Infrastructure

 

 

339,800

 

 

 

295,837

 

Machinery and equipment

 

 

21,397

 

 

 

16,978

 

Furniture and fixtures

 

 

3,264

 

 

 

2,626

 

Construction in progress

 

 

44,008

 

 

 

12,788

 

Property and equipment, gross

 

$

2,080,083

 

 

$

1,923,624

 

Less: Accumulated depreciation

 

 

(746,466

)

 

 

(559,943

)

Property and equipment, net

 

$

1,333,617

 

 

$

1,363,681

 

 
v3.26.1
8. INTANGIBLE ASSETS (Tables)
 6 Months Ended
Mar. 31, 2026
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets

Intangible assets consist of the following as of March 31, 2026 and September 30, 2025:

 

 

March 31, 2026

 

 

September 30, 2025

 

 ($ in thousands)

 

Intangible assets

 

 

Accumulated amortization

 

 

Net intangible assets

 

 

Intangible assets

 

 

Accumulated amortization

 

 

Net intangible assets

 

Software

 

$

7,981

 

 

$

(3,690

)

 

$

4,291

 

 

$

7,981

 

 

$

(2,458

)

 

$

5,523

 

Websites

 

 

—

 

 

 

—

 

 

 

—

 

 

 

15

 

 

 

(15

)

 

 

—

 

Strategic contract

 

 

9,800

 

 

 

(9,800

)

 

 

—

 

 

 

9,800

 

 

 

(9,474

)

 

 

326

 

Total

 

$

17,781

 

 

$

(13,490

)

 

$

4,291

 

 

$

17,796

 

 

$

(11,947

)

 

$

5,849

 
Schedule of Amortization Expense of Intangible Assets

The Company expects to record amortization expense of intangible assets over the future periods as follows:

Fiscal year

 

 

 

 ($ in thousands)

 

Intangible assets

 

2026

 

$

1,232

 

2027

 

 

2,420

 

2028

 

 

639

 

Total

 

$

4,291

 
v3.26.1
9. INDEBTEDNESS (Tables)
 6 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Schedule of Debt Outstanding The following table reflects our outstanding debt, net of debt discounts, effective interest rates, and debt issuance costs, as of March 31, 2026 and September 30, 2025:

 

 

 

 

 

 

As of

 

($ in thousands)

 

Maturity Date

 

Rate

 

March 31, 2026

 

 

September 30, 2025

 

2032 Convertible notes

 

Feb-32

 

0.27%

 

$

1,131,850

 

 

$

—

 

2030 Convertible notes

 

Jun-30

 

0.46%

 

 

637,519

 

 

 

636,036

 

Deferred consideration

 

Apr-26

 

8.25%

 

 

9,181

 

 

 

—

 

Western Alliance Bank credit agreement

 

Aug-29

 

6.66%

 

 

5,631

 

 

 

6,052

 

Auto & equipment loans and financing

 

Jun-26 to Dec-29

 

0.0-11.3%

 

 

4,135

 

 

 

1,879

 

Corporate facility mortgage

 

Apr-30

 

6.51%

 

 

1,906

 

 

 

1,943

 

Marquee Funding Partners debt

 

Aug-26 to Mar-27

 

13.00%

 

 

459

 

 

 

746

 

Coinbase line of credit

 

Not specified

 

8.25%

 

 

—

 

 

 

174,500

 

Total debt outstanding, net of debt discounts and debt issuance costs

$

1,790,681

 

 

$

821,156

 

Less: current portion of debt

 

 

 

 

 

 

(2,485

)

 

 

(176,570

)

Long-term debt, net of current portion, debt discount and debt issuance costs

$

1,788,196

 

 

$

644,586

 
Schedule of Principal Amount of Loan Maturities Due Over the Years

The following table reflects the principal amount of loan maturities due over the next five years and thereafter as of March 31, 2026:

($ in thousands)

 

5-Year Loan Maturities Fiscal Year

 

Outstanding Loan

 

2026 (Remainder)

 

 

2027

 

 

2028

 

 

2029

 

 

2030

 

 

2031

 

 

Thereafter

 

 

Total

 

2032 Convertible notes

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

1,150,000

 

 

$

1,150,000

 

2030 Convertible notes

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

650,000

 

 

 

—

 

 

 

—

 

 

 

650,000

 

Deferred consideration

 

 

—

 

 

 

10,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

10,000

 

Western Alliance Bank credit agreement

 

 

437

 

 

 

930

 

 

 

996

 

 

 

3,327

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,690

 

Auto & equipment loans and financing

 

 

516

 

 

 

1,061

 

 

 

1,092

 

 

 

1,110

 

 

 

231

 

 

 

115

 

 

 

8

 

 

 

4,133

 

Corporate facility mortgage

 

 

42

 

 

 

87

 

 

 

93

 

 

 

100

 

 

 

1,605

 

 

 

—

 

 

 

—

 

 

 

1,927

 

Marquee Funding Partners debt

 

 

306

 

 

 

154

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

460

 

Total principal payments by fiscal year

 

$

1,301

 

 

$

12,232

 

 

$

2,181

 

 

$

4,537

 

 

$

651,836

 

 

$

115

 

 

$

1,150,008

 

 

$

1,822,210

 

Unamortized deferred financing costs and discounts

 

 

 

 

 

 

(31,529

)

Total debt book value as of March 31, 2026

 

 

 

 

 

$

1,790,681

 
v3.26.1
12. STOCK WARRANTS (Tables)
 6 Months Ended
Mar. 31, 2026
Stock Warrants  
Summary of Stock Warrant Activity

The following is a summary of stock warrant activity during the six months ended March 31, 2026.

 

Number of Warrants Outstanding

 

 

Number of Shares to be Issued Upon Exercise of Warrants

 

 

Weighted Average Exercise Price ($) (1)

 

Balance, September 30, 2025

 

 

22,821,286

 

 

 

1,604,559

 

 

$

156.30

 

Warrants granted

 

 

—

 

 

 

—

 

 

$

—

 

Warrants exercised

 

 

—

 

 

 

—

 

 

$

—

 

Balance, March 31, 2026

 

 

22,821,286

 

 

 

1,604,559

 

 

$

156.30

 

(1) Weighted average calculated weighting the exercise price versus the number of common shares that would be granted on exercise.
v3.26.1
13. STOCK-BASED COMPENSATION (Tables)
 6 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Schedule of Option Summary

The following is a summary of stock option activity during the six months ended March 31, 2026:

 

Number of
Option Shares

 

 

Weighted Average
Exercise Price ($)

 

Balance, September 30, 2025

 

 

2,162,186

 

 

$

15.66

 

Options expired

 

 

(22,592

)

 

$

14.07

 

Options forfeited

 

 

(54,904

)

 

$

10.47

 

Options exercised

 

 

(124,611

)

 

$

8.40

 

Balance, March 31, 2026

 

 

1,960,079

 

 

$

16.28

 
Schedule of Restricted Stock Summary

The following table summarizes the activity for all RSUs during the six months ended March 31, 2026:

 

Number of Shares

 

 

Weighted Average Fair Value Per Share

 

 

Aggregate Intrinsic Value

 

Outstanding at September 30, 2025

 

 

12,891,419

 

 

$

9.16

 

 

$

186,926

 

Granted

 

 

3,821,813

 

 

$

10.71

 

 

 

 

Vested

 

 

(926,093

)

 

$

8.62

 

 

 

 

Forfeited

 

 

(184,079

)

 

$

8.16

 

 

 

 

Outstanding at March 31, 2026

 

 

15,603,060

 

 

$

9.58

 

 

$

132,782

 

 
Schedule of Performance Stock Units

The following table summarizes the activity for all PSUs and MPSUs during the six months ended March 31, 2026:

 

 

General PSUs

 

 

LTIP PSUs

 

 

STPA PSUs

 

 

Total
Number of Shares

 

 

Weighted Average Fair Value Per Share

 

 

Aggregate Intrinsic Value

 

Outstanding at September 30, 2025

 

 

38,460

 

 

 

—

 

 

 

—

 

 

 

38,460

 

 

$

10.61

 

 

$

558

 

Granted

 

 

—

 

 

 

3,246,689

 

 

 

7,698,000

 

 

 

10,944,689

 

 

$

7.92

 

 

 

 

Vested

 

 

(38,460

)

 

 

—

 

 

 

—

 

 

 

(38,460

)

 

$

10.61

 

 

 

 

Outstanding at March 31, 2026

 

 

—

 

 

 

3,246,689

 

 

 

7,698,000

 

 

 

10,944,689

 

 

$

7.92

 

 

$

93,139

 

Less: Not expected to vest

 

 

—

 

 

 

—

 

 

 

3,849,000

 

 

 

3,849,000

 

 

$

9.40

 

 

 

 

Expected to vest, March 31, 2026

 

 

—

 

 

 

3,246,689

 

 

 

3,849,000

 

 

 

7,095,689

 

 

$

7.11

 

 

$

60,384

 
Schedule of Fair Value Assumption Market-Based Restricted Stock Unit

The fair values of the MPSUs were determined using the Monte Carlo simulation and the inputs of MPSUs issued in the six months ended March 31, 2026 were as follows:

Fair value assumptions - Market-based RSUs granted:

 

March 31, 2026

Risk free interest rate

 

3.95%

Expected volatility

 

101.70%

Expected dividends through the vesting term

 

$0.00

Performance period (years)

 

1.0 - 4.5

Vesting term (years)

 

3.0 - 4.5
2026 LTIP Operational PSU Performance Targets

The following table summarizes the performance targets and payout levels for the operational PSU tranche granted under the 2026 LTIP:

2026 LTIP Operational PSU Performance Targets

Executed Lease Agreement Achievement Level through March 20, 2027

Payout as a % of Target PSU Tranche

Less than 600 MW

0%

600 MW to 699 MW

25%

700 MW to 799 MW

50%

800 MW or greater

100%
STPA Operational PSU Performance Targets

The following table summarizes the performance targets and payout levels for the operational PSU tranche granted under the STPA:

STPA Operational PSU Performance Targets

AI Data Center Capacity Ready for Service Achievement Level through September 30, 2030

Payout as a % of Target PSU Tranche

Less than 1.00 GW

0%

1.00 GW to 1.49 GW

25%

1.50 GW to 1.99 GW

40%

2.00 GW to 2.24 GW

70%

2.25 GW to 2.49 GW

90%

2.50 GW or greater

100%
STPA MPSU Market-Performance Targets [Table Text Block]

The following table summarizes the market-performance targets and payout levels for the MPSU tranche granted under the STPA:

STPA MPSU Market-Performance Targets

20-Day VWAP Achievement Level through September 30, 2030

Implied 20-Day VWAP Based on $9.40 Baseline Stock Price

Payout as a % of Target MPSU Tranche

Less than 5.0x baseline stock price

Less than $47.00

0%

5.0x baseline stock price

$47.00

20%

6.0x baseline stock price

$56.40

35%

7.0x baseline stock price

$65.80

55%

8.0x baseline stock price

$75.20

75%

9.0x baseline stock price

$84.60

90%

10.0x baseline stock price

$94.00

100%
v3.26.1
14. REVENUE AND VENDOR CONCENTRATIONS (Tables)
 6 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Schedule of Suppliers of Mining Equipment

The Company had the following significant suppliers of bitcoin miners, with the percentage based on purchase amounts for the six months ended March 31, 2026 and 2025:

 

 

For the six months ended March 31,

 

 

2026

 

 

2025

 

16287042 Canada Inc.

 

 

20

%

 

 

—

 

Bitmain Technologies

 

 

72

%

 

 

94

%
v3.26.1
15. COMMITMENTS AND CONTINGENCIES (Tables)
 6 Months Ended
Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Contractual Future Payments Obligations The following table sets forth additional information regarding the Company’s unconditional contractual future obligations as of March 31, 2026 that are not recorded in the Condensed Consolidated Balance Sheets:

 

 

Fiscal Year

 

 

 

 

 ($ in thousands)

 

2026

 

 

2027

 

 

2028

 

 

Total

 

Contractual obligations:

 

 

 

 

 

 

 

 

 

 

 

 

Modular immersion data centers

 

$

17,000

 

 

$

—

 

 

$

—

 

 

$

17,000

 

Equipment maintenance service contracts

 

 

947

 

 

 

—

 

 

 

—

 

 

 

947

 

Construction in progress

 

 

30,504

 

 

 

4,202

 

 

 

—

 

 

 

34,706

 

Software contracts

 

 

261

 

 

 

1,223

 

 

 

1,281

 

 

 

2,765

 

Other service contracts

 

 

500

 

 

 

450

 

 

 

—

 

 

 

950

 

Total

 

$

49,212

 

 

$

5,875

 

 

$

1,281

 

 

$

56,368

 
v3.26.1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summery of composition of the Company's accrued liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Sep. 30, 2025
Accounting Policies [Abstract]    
Indirect tax contingencies $ 65,167 $ 64,481
Accrued operating expenses 16,243 30,562
Accrued payroll expenses 11,370 15,530
Indirect tax accruals 5,812 6,017
Other accrued liabilities 2,939 954
Accrued liabilities $ 101,531 $ 117,544
v3.26.1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Denominator        
Weighted-average common shares outstanding - Basic 267,827,913 280,853,882 274,726,414 282,722,198
Weighted-average common shares outstanding - Dilutive 267,827,913 280,853,882 274,726,414 308,336,536
(Loss) income per common share attributable to common shareholders        
Basic $ (1.52) $ (0.49) $ (2.86) $ 0.36
Diluted $ (1.52) $ (0.49) $ (2.86) $ 0.34
Numerator [Member]        
Numerator        
Net (loss) income attributable to common shareholders - Basic $ (408,343) $ (138,792) $ (787,054) $ 102,858
Non-cash interest expense on convertible notes 0 0 0 818
Net (loss) income attributable to common shareholders - Dilutive $ (408,343) $ (138,792) $ (787,054) $ 103,676
Denominator [Member]        
Denominator        
Weighted-average common shares outstanding - Basic 267,827,913 280,853,882 274,726,414 282,722,198
Dilutive impact of stock options and other share-based awards 0 0 0 511,028
Dilutive impact of convertible notes 0 0 0 25,103,310
Weighted-average common shares outstanding - Dilutive 267,827,913 280,853,882 274,726,414 308,336,536
(Loss) income per common share attributable to common shareholders        
Basic $ (1.52) $ (0.49) $ (2.86) $ 0.36
Diluted $ (1.52) $ (0.49) $ (2.86) $ 0.34
v3.26.1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule Of Anti dilutive Securities Excluded From Computation Of Earnings Per Share (Details) - shares
 3 Months Ended 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Total anti-dilutive securities 139,336,517 54,969,432 139,336,517 8,652,150
Anti-dilutive stock options [Member]        
Total anti-dilutive securities 1,992,759 2,403,954 1,992,759 1,805,151
Anti-dilutive warrants [Member]        
Total anti-dilutive securities 1,604,559 1,604,559 1,604,559 1,596,999
Anti-dilutive restricted stock awards [Member]        
Total anti-dilutive securities 26,547,749 1,780,149 26,547,749 0
Convertible Note [Member]        
Total anti-dilutive securities 103,941,450 43,930,770 103,941,450 0
Series A preferred stock conversion [Member]        
Total anti-dilutive securities 5,250,000 5,250,000 5,250,000 5,250,000
v3.26.1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Financial Instruments (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Sep. 30, 2025
Mar. 31, 2025
Dec. 31, 2024
Sep. 30, 2024
Net Investment Income [Line Items]            
Cash equivalents $ 260,287     $ 96,982    
Bitcoin 813,221 [1] $ 1,001,997 $ 1,189,443 $ 979,635 [1] $ 929,078 $ 431,661
Derivative investments 1,499   233      
Amount            
Net Investment Income [Line Items]            
Cash equivalents [2] 7,916   32,992      
Receivable from bitcoin collateral [3] 111,940   294,648      
Bitcoin 813,221   1,189,443      
Bitcoin derivative - Bitmain contracts 1,283   233      
Derivative investments 216          
DAM derivative liabilities 3,786          
Interest rate swap derivative 39   93      
Warrant liabilities 3   115      
Level 1            
Net Investment Income [Line Items]            
Cash equivalents [2] 7,916   32,992      
Receivable from bitcoin collateral [3] 0   0      
Bitcoin 813,221   1,189,443      
Bitcoin derivative - Bitmain contracts 0   0      
Derivative investments 0          
DAM derivative liabilities 0          
Interest rate swap derivative 0   0      
Warrant liabilities 0   0      
Level 2            
Net Investment Income [Line Items]            
Cash equivalents [2] 0   0      
Receivable from bitcoin collateral [3] 111,940   294,648      
Bitcoin 0   0      
Bitcoin derivative - Bitmain contracts 0   0      
Derivative investments 0          
DAM derivative liabilities 0          
Interest rate swap derivative 39   93      
Warrant liabilities 3   115      
Level 3            
Net Investment Income [Line Items]            
Cash equivalents [2] 0   0      
Receivable from bitcoin collateral [3] 0   0      
Bitcoin 0   0      
Bitcoin derivative - Bitmain contracts 1,283   233      
Derivative investments 216          
DAM derivative liabilities 3,786          
Interest rate swap derivative 0   0      
Warrant liabilities $ 0   $ 0      
[1] Includes Bitcoin - current of $674,447 and Bitcoin - noncurrent of $138,774 as presented within Condensed Consolidated Balance Sheets as of March 31, 2026.
[2] Represents money market funds.
[3] See Note 5 - Receivable from Bitcoin Collateral for more information.
v3.26.1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Product Information [Line Items]        
Income (loss) from continuing operations $ 378,343 $ 138,792 $ 757,054 $ (107,999)
v3.26.1
3. ACQUISITIONS - Schedule of Texas Acquisition Purchase Price Allocation (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Feb. 27, 2026
Oct. 27, 2025
Sep. 30, 2025
Business Combination [Line Items]        
Other long-term assets $ 63,384     $ 23,497
Sealy Texas Acquisition        
Business Combination [Line Items]        
Land     $ 58,047  
Other long-term assets     7,651  
Total     $ 65,698  
Damon, Texas Acquisition        
Business Combination [Line Items]        
Land   $ 20,622    
Other long-term assets   8,030    
Total   $ 28,652    
v3.26.1
3. ACQUISITIONS (Details Narrative) - USD ($)
$ in Thousands
 6 Months Ended
Feb. 27, 2026
Oct. 27, 2025
Mar. 31, 2026
Mar. 31, 2025
Business Combination [Line Items]        
Transfer of mining data cost   $ 690    
Business combination estimated fair value   8,874    
Escrow deposit paid   500    
Business Combination, Price of Acquisition, Expected   65,698    
Contingent cash consideration $ 28,083 $ 20,000    
Shares issued for business acquisition, shares   1,788,834    
Business combination deferred consideration   $ 10,000    
Shares issued for business acquisition, value     $ 36,064 $ 60,677
Damon, Texas Acquisition        
Business Combination [Line Items]        
Transfer of mining data cost 569      
Business Combination, Price of Acquisition, Expected $ 28,652      
Shares issued for business acquisition, value   $ 36,134    
Other Acquisitions [Member]        
Business Combination [Line Items]        
Contingent cash consideration     $ 13,293  
v3.26.1
4. DISCONTINUED OPERATIONS - Summary of Income Statement (Details)
$ in Thousands
 6 Months Ended
Mar. 31, 2026
USD ($)
Other income (expense)  
Gain on disposal of assets $ 3,767
v3.26.1
4. BITCOIN (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Sep. 30, 2025
Common Domain Members [Abstract]          
Total bitcoin $ 11,920   $ 11,920   $ 10,428
Percentage of bitcoin in cold storage 96.60%   96.60%    
Percentage of bitcoin in hot hallets 3.40%   3.40%    
Cumulative Losses From Dispositions Of Bitcoin $ 70,915 $ 0 $ 98,644 $ 0  
Recognized cumulative realized gains 0 2,209 68,635 8,913  
(Loss) gain on bitcoin collateral $ (38,838) $ 0 $ (142,458) $ 42,493  
v3.26.1
4. BITCOIN - Company's Bitcoin Holdings (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Sep. 30, 2025
Common Domain Members [Abstract]    
Number Of Bitcoins Held $ 11,920 $ 10,428
Cost basis - per bitcoin 97,309 105,025
Fair value - per bitcoin 68,222 114,068
Cost basis of bitcoin (in '000s) 1,159,953 1,095,151
Fair value of bitcoin (in '000s) $ 813,221 $ 1,189,443
v3.26.1
4. BITCOIN - Schedule of Activities of the Bitcoin (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Common Domain Members [Abstract]        
Beginning Balance - before cumulative effect change $ 1,001,997 $ 929,078 $ 1,189,443 $ 431,661
Addition of bitcoin from mining activities [1] 136,408 181,712 317,588 344,018
Bitcoin purchased (46,343) 0 (46,374) 0
Bitcoin sold (29,413) (0) (57,590) 0
Bitcoin issued for services and other non-cash consideration (47,661) (3,488) (48,373) (6,903)
Bitcoin transferred to collateral account (87,034) (0) (611,333) (8,860)
Bitcoin received from collateral account 16,688 0 448,051 129,180
(Loss) gain on fair value of bitcoin, net (224,107) (127,667) (470,939) 90,539
Ending Balance [2] $ 813,221 $ 979,635 $ 813,221 $ 979,635
[1] Net of mining pool fees.
[2] Includes Bitcoin - current of $674,447 and Bitcoin - noncurrent of $138,774 as presented within Condensed Consolidated Balance Sheets as of March 31, 2026.
v3.26.1
4. BITCOIN - Schedule of Activities of the Bitcoin (Parenthetical) (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Sep. 30, 2025
Common Domain Members [Abstract]    
Bitcoin - current $ 674,447 $ 966,829
Bitcoin - noncurrent $ 138,774 $ 222,614
v3.26.1
5. RECEIVABLE FROM BITCOIN COLLATERAL (Additional Information) (Details)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2026
USD ($)
BITCOIN [Text Block]
Mar. 31, 2025
USD ($)
Mar. 31, 2026
USD ($)
BITCOIN [Text Block]
Mar. 31, 2025
USD ($)
Sep. 30, 2025
USD ($)
BITCOIN [Text Block]
Receivables [Abstract]          
Number of bitcoin collateral | BITCOIN [Text Block] 1,641   1,641   2,583
Fair value of bitcoin $ 111,940   $ 111,940   $ 294,648
Gain related to bitcoin collateral $ (38,838) $ 0 $ (142,458) $ 42,493  
v3.26.1
6. INVESTMENTS AND DERIVATIVES - Carrying Value of all Investments (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Schedule of Investments [Line Items]        
(Loss) gain on derivative securities $ (4,840) $ (4,741) $ 6,955 $ (1,119)
Other comprehensive income, net of tax   $ 2,946   $ 2,978
Interest Rate Swap [Member]        
Schedule of Investments [Line Items]        
Balance, beginning [1]     (93)  
(Loss) gain on derivative securities [1]     54  
Purchased and acquired options [1]     0  
Sales and written options [1]     0  
Settlements and expiries [1]     0  
Balance, ending [1] (39)   (39)  
Bitmain Derivatives [Member]        
Schedule of Investments [Line Items]        
Balance, beginning [1]     233  
(Loss) gain on derivative securities [1]     (5,463)  
Purchased and acquired options [1]     6,513  
Sales and written options [1]     0  
Settlements and expiries [1]     0  
Balance, ending [1] 1,283   1,283  
DAM Derivative Assets [Member]        
Schedule of Investments [Line Items]        
Balance, beginning [1]     0  
(Loss) gain on derivative securities [1]     5,622  
Purchased and acquired options [1]     0  
Sales and written options [1]     (0)  
Settlements and expiries [1]     5,406  
Balance, ending [1] (216)   (216)  
DAM Derivative Liabilities [Member]        
Schedule of Investments [Line Items]        
Balance, beginning [1]     (0)  
(Loss) gain on derivative securities [1]     6,630  
Purchased and acquired options [1]     16,897  
Sales and written options [1]     33,952  
Settlements and expiries [1]     6,639  
Balance, ending [1] $ (3,786)   $ (3,786)  
[1] Balance rows presented represent assets if positive or liabilities if negative.
v3.26.1
6. INVESTMENTS AND DERIVATIVES (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Sep. 30, 2025
Schedule of Investments [Line Items]          
Proceeds from sale of bitcoin and option settlement     $ 342,815 $ 0  
(Loss) gain on derivative securities $ (4,840) $ (4,741) 6,955 $ (1,119)  
Bitcoin          
Schedule of Investments [Line Items]          
Derivative labilities 3,786   3,786    
(Loss) gain on derivative securities     6,630    
Interest Rate Swap Derivative [Member]          
Schedule of Investments [Line Items]          
Interest Rate Swap Derivative fair value liability 39   39    
Gain on Derivatives     54    
Investment owned, fair value [1] (39)   (39)   $ (93)
(Loss) gain on derivative securities [1]     54    
Interest Rate Swap Derivative [Member] | Credit Agreement [Member]          
Schedule of Investments [Line Items]          
Interest Rate Swap Derivative fair value liability 29   29    
Gain on Derivatives     37    
Interest Rate Swap Derivative [Member] | Second Interest Rate Swap Agreement [Member]          
Schedule of Investments [Line Items]          
Interest Rate Swap Derivative fair value liability 10   10    
Loss on Derivatives     17    
Bitcoin Treasury Derivatives [Member]          
Schedule of Investments [Line Items]          
Fair Value     1,283    
Unrealized loss on derivative asset     5,463    
Cash receivables related to bitcoin 32,828   32,828    
Amount          
Schedule of Investments [Line Items]          
Derivative labilities $ 3,786   $ 3,786    
[1] Balance rows presented represent assets if positive or liabilities if negative.
v3.26.1
7. PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Sep. 30, 2025
Property, Plant and Equipment [Abstract]    
Land $ 127,550 $ 39,299
Land improvements 10,681 9,937
Building and improvements 100,633 96,400
Leasehold improvements 2,941 2,941
Miners 1,404,966 1,422,011
Mining equipment 24,843 24,807
Infrastructure 339,800 295,837
Machinery and equipment 21,397 16,978
Furniture and fixtures 3,264 2,626
Construction in progress 44,008 12,788
Property and equipment, gross 2,080,083 1,923,624
Less: accumulated depreciation (746,466) (559,943)
Property and equipment, net $ 1,333,617 $ 1,363,681
v3.26.1
7. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
$ in Thousands
 1 Months Ended 6 Months Ended
Mar. 31, 2026
Dec. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Sep. 30, 2025
Property, Plant and Equipment [Line Items]          
Depreciation expense     $ 220,633 $ 143,058  
Outstanding deposits $ 137,416   137,416   $ 112,037
Gain on disposal of assets     3,767    
Impairment Charge For The Full Carrying Amount 4,008 $ 1,398      
Miners [Member]          
Property, Plant and Equipment [Line Items]          
Purchased of mining equipment     27,402    
Outstanding deposits 137,416   137,416   $ 112,037
Disposal of assets with net book value     7,128    
Proceeds from sale of oil and gas property and equipment     3,361    
Miners [Member] | Property, Plant and Equipment [Member]          
Property, Plant and Equipment [Line Items]          
Depreciation expense     199,452 $ 125,978  
Placed-in Service [Member]          
Property, Plant and Equipment [Line Items]          
Purchased of mining equipment     202,629    
Net assets acquired $ 91,962   $ 91,962    
v3.26.1
8. INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Sep. 30, 2025
Intangible Assets [Member]    
Finite-Lived Intangible Assets [Line Items]    
Software $ 7,981 $ 7,981
Websites 0 15
Strategic Contract 9,800 9,800
Total 17,781 17,796
Accumulated Amortization [Member]    
Accumulated Amortization    
Software (3,690) (2,458)
Websites 0 (15)
Strategic Contract (9,800) (9,474)
Total (13,490) (11,947)
Net Intangible Assets [Member]    
Finite-Lived Intangible Assets [Line Items]    
Software 4,291 5,523
Websites 0 0
Strategic Contract 0 326
Total $ 4,291 $ 5,849
v3.26.1
8. INTANGIBLE ASSETS - Schedule of Amortization Expense (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Sep. 30, 2025
Finite-Lived Intangible Assets [Line Items]    
2026 $ 1,232  
2027 2,420  
2028 639  
Total $ 4,291 $ 5,849
v3.26.1
8. INTANGIBLE ASSETS (Details Narrative) - USD ($)
$ in Thousands
 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]    
Amortization of intangible assets $ 1,559 $ 2,072
v3.26.1
9. INDEBTEDNESS (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 3 Months Ended 6 Months Ended
Sep. 19, 2025
Aug. 14, 2024
Aug. 07, 2024
May 10, 2023
Nov. 30, 2025
Sep. 30, 2025
Dec. 31, 2024
Sep. 30, 2024
Mar. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Apr. 30, 2025
Aug. 28, 2024
Restructuring Cost and Reserve [Line Items]                          
Loans payable, net of current portion                   $ 1,822,210      
Gross loan outstanding                   31,529      
Principal amount of loan payments                   1,822,210      
Stock Repurchased During Period, Value                   460,000 $ 145,000    
Total bitcoin           $ 10,428       11,920      
Common Stock, Value, Issued           $ 296       $ 299      
Shares of CleanSpark common stock issued           296,087,533       298,964,590      
Debt instrument, interest rate, stated percentage                   7.17%      
Derivative, Basis Spread on Variable Rate                   2.85%      
Debt Instrument, Interest Rate, Stated Percentage                   7.17%      
Debt instrument, face amount                       $ 2,000  
Outstanding balance of line of credit                   $ 780      
2032 Convertible notes                          
Restructuring Cost and Reserve [Line Items]                          
Principal amount                   1,000      
Aggregate principal amount         $ 1,150,000,000                
Fair value         $ 779,160                
Principal amount outstanding                   $ 75,000,000      
Interest Rate         0.00%         0.27%      
Principal amount of loan payments                   $ 1,150,000      
Percentage of convertible senior notes         0.00%                
Unamortized debt issuance costs                   $ 18,150      
Net proceeds from the sales         $ 1,130,710                
Stock Repurchased During Period, Value         460,000                
Percentage of conversion price                   130.00%      
Trading price                   $ (1,000)      
Percentage of product of the last reported sale price                   130.00%      
Offering and issuance cost         $ 19,290                
Shares of CleanSpark common stock issued                   52.1832      
Conversion Price                   $ 19.16      
Percentage of redemption price                   100.00%      
Percentage Of Trustee or holders Principal Amount                   25.00%      
Percentage Of Declare Principal Amount                   100.00%      
Effective interest rate                   0.27%      
Debt instrument, interest rate, stated percentage                   0.00%      
Debt Instrument, Interest Rate, Stated Percentage                   0.00%      
2032 Convertible notes | Maximum                          
Restructuring Cost and Reserve [Line Items]                          
Percentage of product of the last reported sale price                   98.00%      
2030 Convertible Note                          
Restructuring Cost and Reserve [Line Items]                          
Principal amount                   $ 1,000      
Aggregate principal amount             $ 650,000            
Fair value                   635,726      
Principal amount outstanding                   75,000      
Percentage of convertible senior notes             0.00%            
Unamortized debt issuance costs                   12,481      
Net proceeds from the sales             $ 633,688            
Stock Repurchased During Period, Value             145,000            
Trading price                   $ (1,000)      
Percentage of product of the last reported sale price                   130.00%      
Percentage Of Repurchase Price Of The Principal Amount                   100.00%      
Offering and issuance cost             16,312            
Shares of CleanSpark common stock issued                   67.5858      
Conversion Price                   $ 14.8      
Percentage Of Last Reported Sale Price                   130.00%      
Percentage of redemption price                   100.00%      
Percentage Of Trustee or holders Principal Amount                   25.00%      
Percentage Of Declare Principal Amount                   100.00%      
Effective interest rate                   0.46%      
Debt instrument, interest rate, stated percentage                   0.00%      
Debt Instrument, Interest Rate, Stated Percentage                   0.00%      
2030 Convertible Note | Minimum                          
Restructuring Cost and Reserve [Line Items]                          
Percentage of product of the last reported sale price                   98.00%      
2030 Convertible Note | Maximum                          
Restructuring Cost and Reserve [Line Items]                          
Principal amount             $ 100,000            
Percentage of conversion price                 130.00%        
Auto And Equipment Loans And Financing [Member]                          
Restructuring Cost and Reserve [Line Items]                          
Borrowings to finance                         $ 1,000
Additional equipment purchases     $ 1,000                    
Debt instrument, face amount                   $ 2,988      
Debt instrument conversion description                   bear interest at the Floating Wall Street Journal Prime Rate plus 1.00% per annum, calculated on the basis of a 360-day year consisting of twelve (12) consecutive thirty (30)-day months, and interest is charged for each day there is an outstanding balance.      
Outstanding balance of line of credit                   $ 365      
Auto And Equipment Loans And Financing [Member] | Prime                          
Restructuring Cost and Reserve [Line Items]                          
Floating interest rate                   7.75%      
Auto And Equipment Loans And Financing [Member] | Minimum                          
Restructuring Cost and Reserve [Line Items]                          
Interest Rate                   0.00%      
Debt instrument term                   3 months      
Debt instrument, interest rate, stated percentage                   0.00%      
Debt Instrument, Interest Rate, Stated Percentage                   0.00%      
Auto And Equipment Loans And Financing [Member] | Minimum | Prime                          
Restructuring Cost and Reserve [Line Items]                          
Floating interest rate                         1.00%
Auto And Equipment Loans And Financing [Member] | Maximum                          
Restructuring Cost and Reserve [Line Items]                          
Interest Rate                   11.30%      
Debt instrument term                   68 months      
Debt instrument, interest rate, stated percentage                   11.30%      
Debt Instrument, Interest Rate, Stated Percentage                   11.30%      
Auto And Equipment Loans And Financing [Member] | Maximum | Prime                          
Restructuring Cost and Reserve [Line Items]                          
Floating interest rate                   6.75%      
Marquee Funding Partners                          
Restructuring Cost and Reserve [Line Items]                          
Interest Rate                   13.00%      
Debt instrument, interest rate, stated percentage                   13.00%      
Debt Instrument, Interest Rate, Stated Percentage                   13.00%      
Loan assumed                   $ 459      
Marquee Funding Partners | Minimum                          
Restructuring Cost and Reserve [Line Items]                          
Debt instrument term                   5 months      
Marquee Funding Partners | Maximum                          
Restructuring Cost and Reserve [Line Items]                          
Debt instrument term                   11 months      
Mortgage - Corporate Facility                          
Restructuring Cost and Reserve [Line Items]                          
Principal amount of loan payments       $ 1,937                  
Debt instrument term       2 years                  
Debt instrument, interest rate, stated percentage       10.00%                  
Debt Instrument, Interest Rate, Stated Percentage       10.00%                  
Western Alliance Bank Credit Agreement                          
Restructuring Cost and Reserve [Line Items]                          
Principal amount outstanding                   $ 5,690      
Interest Rate                   6.66%      
Variable Interest Rate   3.00%                      
Debt Instrument, Payment Terms   monthly                      
Debt Instrument, Maturity Date   Aug. 14, 2029                      
Debt instrument, interest rate, stated percentage   6.75%                      
Debt Instrument, Interest Rate, Stated Percentage   6.75%                      
Promissory notes   $ 7,000                      
Coinbase Line of Credit                          
Restructuring Cost and Reserve [Line Items]                          
Interest Rate                   8.25%      
Total bitcoin                   $ 0      
Outstanding balance of line of credit                   $ 0      
Outstanding balance of line of credit     $ 50,000                    
Line of credit , interest rate     9.00%     8.25%   8.50%          
Percentage of Company Ownership     64.00%                    
Line of Credit Facility, Interest Rate Description     Pursuant to the terms, the line of credit initially bore interest of 9% per annum and has no defined maturity date but is terminable by either the Lender or the Company with notice.                    
Coinbase Line of Credit | Master Loan Agreement                          
Restructuring Cost and Reserve [Line Items]                          
Line of credit           $ 300,000              
Borrowings to finance                       $ 200,000  
Two Prime line of credit and receivable for bitcoin collateral                          
Restructuring Cost and Reserve [Line Items]                          
Line of credit $ 100,000                        
Interest Rate 3.55%                        
Collateral facility description                   The agreement establishes collateral requirements based on loan-to-value (LTV) ratios, including an initial maximum LTV ratio of approximately 62.5%, a margin call if the LTV exceeds 74%, and a liquidation trigger if the LTV exceeds 80%.      
Pledged Bitcoin Collateral                   $ 0      
Outstanding balance of line of credit                   0      
Capped Calls                          
Restructuring Cost and Reserve [Line Items]                          
Financial Institutions Cost                   $ 90,350      
Cap price                   $ 24.66      
v3.26.1
9. INDEBTEDNESS - Schedule of Loans Outstanding (Details) - USD ($)
$ in Thousands
 1 Months Ended 6 Months Ended
Nov. 30, 2025
Mar. 31, 2026
Sep. 30, 2025
Debt Instrument [Line Items]      
Total debt outstanding   $ 1,790,681 $ 821,156
Less: current portion of debt   (2,485) (176,570)
Long-term debt, net of current portion, debt discount and debt issuance costs   $ 1,788,196 644,586
Western Alliance Bank Credit Agreement      
Debt Instrument [Line Items]      
Maturity Date   Aug-29  
Rate   6.66%  
Total debt outstanding   $ 5,631 6,052
Deferred consideration      
Debt Instrument [Line Items]      
Maturity Date   Apr-26  
Rate   8.25%  
Total debt outstanding   $ 9,181 0
Corporate facility mortgage      
Debt Instrument [Line Items]      
Maturity Date   Apr-30  
Rate   6.51%  
Total debt outstanding   $ 1,906 1,943
Marquee Funding Partners      
Debt Instrument [Line Items]      
Maturity Date   Aug-26 to Mar-27  
Rate   13.00%  
Total debt outstanding   $ 459 746
Coinbase Line of Credit      
Debt Instrument [Line Items]      
Maturity Date   Not specified  
Rate   8.25%  
Total debt outstanding   $ 0 174,500
2032 Convertible notes      
Debt Instrument [Line Items]      
Maturity Date   Feb-32  
Rate 0.00% 0.27%  
Total debt outstanding   $ 1,131,850 0
2030 Convertible notes      
Debt Instrument [Line Items]      
Maturity Date   Jun-30  
Rate   0.46%  
Total debt outstanding   $ 637,519 636,036
Auto And Equipment Loans And Financing [Member]      
Debt Instrument [Line Items]      
Maturity Date   Jun-26 to Dec-29  
Total debt outstanding   $ 4,135 $ 1,879
Auto And Equipment Loans And Financing [Member] | Minimum      
Debt Instrument [Line Items]      
Rate   0.00%  
Auto And Equipment Loans And Financing [Member] | Maximum      
Debt Instrument [Line Items]      
Rate   11.30%  
v3.26.1
9. INDEBTEDNESS - Schedule of Principal Amount of Loan Maturities Due Over the Years (Details)
$ in Thousands
 6 Months Ended
Mar. 31, 2026
USD ($)
Debt Instrument [Line Items]  
Total principal payments by fiscal year $ 1,822,210
Unamortized deferred financing costs and discounts (31,529)
Total debt book value as of December 31, 2025 1,790,681
FY 2026 (Remainder)  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 1,301
FY 2027  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 12,232
FY 2028  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 2,181
FY 2029  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 4,537
FY 2030  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 651,836
FY 2031  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 115
Thereafter  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 1,150,008
2032 Convertible notes  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 1,150,000
2032 Convertible notes | FY 2026 (Remainder)  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
2032 Convertible notes | FY 2027  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
2032 Convertible notes | FY 2028  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
2032 Convertible notes | FY 2029  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
2032 Convertible notes | FY 2030  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
2032 Convertible notes | FY 2031  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
2032 Convertible notes | Thereafter  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 1,150,000
2030 Convertible notes  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 650,000
2030 Convertible notes | FY 2026 (Remainder)  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
2030 Convertible notes | FY 2027  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
2030 Convertible notes | FY 2028  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
2030 Convertible notes | FY 2029  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
2030 Convertible notes | FY 2030  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 650,000
2030 Convertible notes | FY 2031  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
2030 Convertible notes | Thereafter  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Deferred consideration  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 10,000
Deferred consideration | FY 2026 (Remainder)  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Deferred consideration | FY 2027  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 10,000
Deferred consideration | FY 2028  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Deferred consideration | FY 2029  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Deferred consideration | FY 2030  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Deferred consideration | FY 2031  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Deferred consideration | Thereafter  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Western Alliance Bank Credit Agreement  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 5,690
Western Alliance Bank Credit Agreement | FY 2026 (Remainder)  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 437
Western Alliance Bank Credit Agreement | FY 2027  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 930
Western Alliance Bank Credit Agreement | FY 2028  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 996
Western Alliance Bank Credit Agreement | FY 2029  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 3,327
Western Alliance Bank Credit Agreement | FY 2030  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Western Alliance Bank Credit Agreement | FY 2031  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Western Alliance Bank Credit Agreement | Thereafter  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Auto & equipment loans and financing  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 4,133
Auto & equipment loans and financing | FY 2026 (Remainder)  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 516
Auto & equipment loans and financing | FY 2027  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 1,061
Auto & equipment loans and financing | FY 2028  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 1,092
Auto & equipment loans and financing | FY 2029  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 1,110
Auto & equipment loans and financing | FY 2030  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 231
Auto & equipment loans and financing | FY 2031  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 115
Auto & equipment loans and financing | Thereafter  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 8
Corporate facility mortgage  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 1,927
Corporate facility mortgage | FY 2026 (Remainder)  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 42
Corporate facility mortgage | FY 2027  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 87
Corporate facility mortgage | FY 2028  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 93
Corporate facility mortgage | FY 2029  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 100
Corporate facility mortgage | FY 2030  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 1,605
Corporate facility mortgage | FY 2031  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Corporate facility mortgage | Thereafter  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Marquee Funding Partners debt  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 460
Marquee Funding Partners debt | FY 2026 (Remainder)  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 306
Marquee Funding Partners debt | FY 2027  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 154
Marquee Funding Partners debt | FY 2028  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Marquee Funding Partners debt | FY 2029  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Marquee Funding Partners debt | FY 2030  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Marquee Funding Partners debt | FY 2031  
Debt Instrument [Line Items]  
Total principal payments by fiscal year 0
Marquee Funding Partners debt | Thereafter  
Debt Instrument [Line Items]  
Total principal payments by fiscal year $ 0
v3.26.1
10. LEASES (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Sep. 30, 2025
Lessee, Lease, Description [Line Items]          
Impairment expense - other $ 4,008 $ 0 $ 4,008 $ 0  
Operating lease right of use assets $ 5,324   $ 5,324   $ 4,254
v3.26.1
10. INCOME TAXES (Details Narrative) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Income Tax Disclosure [Abstract]        
Income tax benefit $ 9,891 $ 3,043 $ 41,306 $ 6,174
Effective income tax rate 2.50% 2.10% 5.20% 5.40%
Company's effective tax rate differs from the U.S. statutory rate     21.00%  
Valuation allowance $ 127,762   $ 127,762  
v3.26.1
11. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 3 Months Ended 6 Months Ended
Mar. 31, 2026
Mar. 31, 2026
Mar. 31, 2026
Mar. 31, 2025
Sep. 30, 2025
Class of Stock [Line Items]          
Common stock, shares authorized 600,000,000 600,000,000 600,000,000   600,000,000
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001 $ 0.001   $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000 10,000,000   10,000,000
Preferred stock, par value $ 0.001 $ 0.001 $ 0.001   $ 0.001
Shares of CleanSpark common stock issued 298,964,590 298,964,590 298,964,590   296,087,533
Common stock, shares outstanding 256,599,199 256,599,199 256,599,199   284,327,598
Stock Repurchased During Period, Shares     30,605,456 11,759,935  
Stock Repurchased During Period, Value     $ 460,000 $ 145,000  
Sales tax accrual $ 3,190 $ 3,190 3,190    
Issuance Costs     71 0  
Proceeds from Issuance of Private Placement     0 186,808  
Fair value of CleanSpark common share issued as a portion of purchase price 299 299 299   $ 296
Common Stock, Value, Issued $ 299 $ 299 $ 299   $ 296
Series A Preferred Stock [Member]          
Class of Stock [Line Items]          
Preferred stock, shares authorized 2,000,000 2,000,000 2,000,000   2,000,000
Preferred stock, shares outstanding 1,750,000 1,750,000 1,750,000   1,750,000
Preferred stock, shares issued 1,750,000 1,750,000 1,750,000   1,750,000
Policyholder Dividends, Rate on Policy Earnings     2.00%    
Preferred stock dividend $ 30,000   $ 30,000 $ 5,141  
Liquidation preference, per share $ 0.02 $ 0.02 $ 0.02    
GRIID Acquisition [Member]          
Class of Stock [Line Items]          
Stock Issued During Period, Shares, New Issues       5,031,221  
Common shares issued in relation to exercise of options       25,510  
Cash Received From Issuance       $ 154  
Sealy texas acquisition [Member]          
Class of Stock [Line Items]          
Stock Issued During Period, Shares, New Issues     1,788,834    
Common shares issued in relation to exercise of options     124,611    
Cash Received From Issuance     $ 1,046    
Market offering agreement [Member]          
Class of Stock [Line Items]          
Stock Issued During Period, Shares, New Issues       16,619,361  
Issuance Costs       $ 4,795  
Proceeds from GRIID Agreement       $ 191,603  
Common Stock [Member]          
Class of Stock [Line Items]          
Shares withheld for net settlement of restricted stock units related to tax withholdings, Shares   (137) (1,353)    
v3.26.1
12. STOCK WARRANTS - Summary of Stock Warrant Activity (Details)
 6 Months Ended
Mar. 31, 2026
$ / shares
shares
Stock Warrants  
Warrant Shares, Beginning Balance 22,821,286
Warrant Shares, Granted 0
Warrant Shares, Exercised 0
Warrant Shares, Ending Balance 22,821,286
Number of Option Shares, Beginning Balance 1,604,559
Number of Shares to be Issued Upon Exercise of Warrants, Granted 0
Number of Shares to be Issued Upon Exercise of Warrants, Exercised 0
Number of Option Shares, Ending Balance 1,604,559
Weighted Average Exercise Price, Beginning Balance | $ / shares $ 156.3 [1]
Weighted Average Exercise Price, Granted | $ / shares 0 [1]
Weighted Average Exercise Price, Exercised | $ / shares 0 [1]
Weighted Average Exercise Price, Ending Balance | $ / shares $ 156.3 [1]
[1] Weighted average calculated weighting the exercise price versus the number of common shares that would be granted on exercise.
v3.26.1
12. STOCK WARRANTS (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands
 6 Months Ended
Mar. 31, 2026
Sep. 30, 2025
Number of warrants exercisable to purchase shares of common stock 1,604,559  
Unvested warrants outstanding 0  
Warrant Weighted Average Exercise Price $ 156.3  
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Outstanding warrants 22,813,726  
Weighted average outstanding warrants term 2 years 7 months 6 days  
Weighted average outstanding warrants intrinsic value $ 5  
Warrant    
Outstanding warrants 7,560  
Weighted average outstanding warrants intrinsic value $ 37  
v3.26.1
13. STOCK-BASED COMPENSATION - Schedule of Option Summary (Details)
 6 Months Ended
Mar. 31, 2026
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Option Shares, Beginning Balance 1,604,559
Number of Option Shares, Ending Balance 1,604,559
Stock Option  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Option Shares, Beginning Balance 2,162,186
Options expired (22,592)
Options forfeited (54,904)
Options exercised (124,611)
Number of Option Shares, Ending Balance 1,960,079
Weighted Average Exercise Price, Beginning Balance | $ / shares $ 15.66
Weighted Average Exercise Price, Options expired | $ / shares 14.07
Weighted Average Exercise Price, Options canceled/forfeited | $ / shares 10.47
Weighted Average Exercise Price, Options exercised | $ / shares 8.4
Weighted Average Exercise Price, Ending Balance | $ / shares $ 16.28
v3.26.1
13. STOCK-BASED COMPENSATION - Schedule of Restricted Stock Summary (Details)
$ / shares in Units, $ in Thousands
 6 Months Ended
Mar. 31, 2026
USD ($)
$ / shares
shares
Class of Stock [Line Items]  
Number of Option Shares, Beginning Balance | shares 1,604,559
Number of Option Shares, Ending Balance | shares 1,604,559
Weighted Average Exercise Price, Beginning Balance $ 156.3 [1]
Weighted Average Exercise Price, Granted 0 [1]
Weighted Average Exercise Price, Ending Balance $ 156.3 [1]
Restricted  
Class of Stock [Line Items]  
Number of Option Shares, Beginning Balance | shares 12,891,419
Number of Shares, Granted | shares 3,821,813
Number of Shares, Vested | shares (926,093)
Number of Shares, Forfeited | shares (184,079)
Number of Option Shares, Ending Balance | shares 15,603,060
Weighted Average Exercise Price, Beginning Balance $ 9.16
Weighted Average Exercise Price, Granted 10.71
Weighted Average Exercise, Vested 8.62
Weighted Average Exercise Price, Forfeited 8.16
Weighted Average Exercise Price, Ending Balance $ 9.58
Aggregate Intrinsic Value Outstanding at Beginning | $ $ 186,926
Aggregate Intrinsic Value Outstanding at Ending | $ $ 132,782
[1] Weighted average calculated weighting the exercise price versus the number of common shares that would be granted on exercise.
v3.26.1
13. STOCK-BASED COMPENSATION - Performance Stock Units - Summary of Performance Stock Units (Details)
$ / shares in Units, $ in Thousands
 6 Months Ended
Mar. 31, 2026
USD ($)
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Option Shares, Beginning Balance 1,604,559
Number of Option Shares, Ending Balance 1,604,559
Number of Shares, Less: Not expected to vest 1,632,606
Expected (Shares) 1,604,559
Weighted Average Exercise Price, Beginning Balance | $ / shares $ 156.3 [1]
Weighted Average Exercise Price, Granted | $ / shares 0 [1]
Weighted Average Exercise Price, Ending Balance | $ / shares $ 156.3 [1]
General PSUs  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Option Shares, Beginning Balance 38,460
Number of Shares, Granted 0
Number of Shares, Vested (38,460)
Number of Option Shares, Ending Balance
Number of Shares, Less: Not expected to vest 0
Expected (Shares) 0
Performance Stock  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Option Shares, Beginning Balance 38,460
Number of Shares, Granted 10,944,689
Number of Shares, Vested (38,460)
Number of Option Shares, Ending Balance 10,944,689
Number of Shares, Less: Not expected to vest 3,849,000
Expected (Shares) 7,095,689
Weighted Average Exercise Price, Beginning Balance | $ / shares $ 10.61
Weighted Average Exercise Price, Granted | $ / shares 7.92
Weighted Average Exercise, Vested | $ / shares 10.61
Weighted Average Exercise Price, Ending Balance | $ / shares 7.92
Weighted Average Exercise Price, Less: Not expected to vest | $ / shares 9.4
Expected (in usd per share) | $ / shares $ 7.11
Aggregate Intrinsic Value Outstanding at Beginning | $ $ 558
Aggregate Intrinsic Value Outstanding at Ending | $ 93,139
Aggregate Intrinsic Value, Expected | $ $ 60,384
Performance Stock | LTIP PSUs  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Option Shares, Beginning Balance 0
Number of Shares, Granted 3,246,689
Number of Shares, Vested 0
Number of Option Shares, Ending Balance 3,246,689
Number of Shares, Less: Not expected to vest 0
Expected (Shares) 3,246,689
Performance Stock | STPA PSUs  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Option Shares, Beginning Balance 0
Number of Shares, Granted 7,698,000
Number of Shares, Vested 0
Number of Option Shares, Ending Balance 7,698,000
Number of Shares, Less: Not expected to vest 3,849,000
Expected (Shares) 3,849,000
[1] Weighted average calculated weighting the exercise price versus the number of common shares that would be granted on exercise.
v3.26.1
13. STOCK-BASED COMPENSATION (Details Narrative) - USD ($)
 6 Months Ended
Mar. 20, 2026
Mar. 09, 2026
Mar. 31, 2026
Mar. 31, 2025
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Shares of common stock in the Company there are options exercisable to purchase     1,632,606  
weighted average period     327,473  
Common stock, shares subscribed but unissued     718,525  
Weighted average remaining term of outstanding options     6 years 6 months  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value     $ 1,132,000  
Stock based compensation     $ 24,186,000 $ 6,122,000
Performance Stock Units Vest Percentage     0.00%  
Compensation     $ 1,768,000 2,123,000
Option Stock Based Compensation [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stock based compensation     24,186,000 6,122,000
June 30, 2026        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Deferred Compensation Arrangement with Individual, Fair Value of Shares Issued   $ 1,200,000    
Options        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stock based compensation     $ 3,418,000  
Non-vested outstanding options weighted-average period     1 year 2 months 12 days  
Restricted Stock Awards [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
weighted average period     15,603,060  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term     2 years 6 months  
Restricted Stock Units RSU        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Common stock issued in connection with vesting of restricted stock awards   124,880    
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-Based Compensation Cost     $ 121,112,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period     3 years  
Compensation     $ 21,686,000 3,942,000
Performance Stock Units (PSU) [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Performance Stock Units Vest Percentage     100.00%  
Performance Based RSUs Granted 7,698,000      
Grant Date Fair Value Per Performance PSU     $ 9,400  
Grant Date Fair Value Per Performance RSUs     $ 5,790  
Performance Stock        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Shares of common stock in the Company there are options exercisable to purchase     3,849,000  
weighted average period     47,362  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term     3 years 9 months 18 days  
Compensation     $ 733,000  
Performance Based PSU's Granted     7,095,689  
MPSU [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Compensation       $ 57,000
Grant Date Fair Value Per Performance PSU     $ 6,710  
2026 Long Term Incentive Plan [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Percentage Of Granted PSU     60.00%  
2026 Long Term Incentive Plan [Member] | Restricted Stock Units RSU        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Common stock issued in connection with vesting of restricted stock awards 5,411,148      
Restricted Stock Units Vest Percentage 40.00%      
2026 Long Term Incentive Plan [Member] | Performance Stock Units (PSU) [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Percentage Of Granted PSU     30.00%  
2026 Long Term Incentive Plan [Member] | Performance Based Awards [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Restricted Stock Units Vest Percentage 60.00%      
2026 Long Term Incentive Plan [Member] | MPSU [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Percentage Of Granted PSU     30.00%  
v3.26.1
13. STOCK-BASED COMPENSATION - Schedule of Fair Value Assumption Market-Based Restricted Stock Unit (Details) - Restricted Stock Units (RSUs) [Member]
 6 Months Ended
Mar. 31, 2026
Risk free interest rate 3.95%
Expected volatility 101.70%
Expected dividends through the vesting term 0.00%
Maximum [Member]  
Performance period (years) 4 years 6 months
Vesting term (years) 4 years 6 months
Minimum [Member]  
Performance period (years) 1 year
Vesting term (years) 3 years
v3.26.1
13. STOCK-BASED COMPENSATION - Summary of performance targets and payout levels for the operational PSU under the 2026 LTIP (Details) - 2026 Long Term Incentive Plan [Member] - Performance Stock Units (PSU) [Member]
Mar. 31, 2026
Less than 600 MW  
Payout of Performance Stock Units, Percentage 0.00%
600 MW to 699 MW  
Payout of Performance Stock Units, Percentage 25.00%
700 MW to 799 MW  
Payout of Performance Stock Units, Percentage 50.00%
800 MW or greater  
Payout of Performance Stock Units, Percentage 100.00%
v3.26.1
13. STOCK-BASED COMPENSATION - Summary of performance targets and payout levels for the operational PSU under the STPA (Details) - Performance Stock Units (PSU) [Member]
Mar. 31, 2026
Less than 1.00 GW  
Payout of performance stock units, Percentage 0.00%
1.00 GW to 1.49 GW  
Payout of performance stock units, Percentage 25.00%
1.50 GW to 1.99 GW  
Payout of performance stock units, Percentage 40.00%
2.00 GW to 2.24 GW  
Payout of performance stock units, Percentage 70.00%
2.25 GW to 2.49 GW  
Payout of performance stock units, Percentage 90.00%
2.50 GW or greater  
Payout of performance stock units, Percentage 100.00%
v3.26.1
STOCK-BASED COMPENSATION - Summary of market-performance targets and payout levels for the MPSU under the STPA (Details) - MPSU Tranche
Mar. 31, 2026
$ / shares
Less than 5.0x baseline stock price  
Share Price $ 47
Payout of market performance stock unit, percentage 0.00%
5.0x baseline stock price  
Share Price $ 47
Payout of market performance stock unit, percentage 20.00%
6.0x baseline stock price  
Share Price $ 56.4
Payout of market performance stock unit, percentage 35.00%
7.0x baseline stock price  
Share Price $ 65.8
Payout of market performance stock unit, percentage 55.00%
8.0x baseline stock price  
Share Price $ 75.2
Payout of market performance stock unit, percentage 75.00%
9.0x baseline stock price  
Share Price $ 84.6
Payout of market performance stock unit, percentage 90.00%
10.0x baseline stock price  
Share Price $ 94
Payout of market performance stock unit, percentage 100.00%
v3.26.1
14. REVENUE AND VENDOR CONCENTRATIONS (Details Narrative) - Operator
 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Product Information [Line Items]    
Representation of company's revenue, percent 100.00% 100.00%
Bitcoin    
Product Information [Line Items]    
Representation of company's revenue, percent 100.00% 100.00%
Mining pool operator    
Product Information [Line Items]    
Mining pool operator 1 1
v3.26.1
14. REVENUE AND VENDOR CONCENTRATIONS - Digital currency mining segment major suppliers (Details) - Customer Concentration Risk [Member] - Accounts receivable
 6 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Bitmain Technologies    
Product Information [Line Items]    
Concentration Risk Threshold Percentage 72.00% 94.00%
Canaan U.S. Inc    
Product Information [Line Items]    
Concentration Risk Threshold Percentage 20.00% 0.00%
v3.26.1
15. COMMITMENTS AND CONTINGENCIES (Details Narrative)
$ in Thousands
May 27, 2025
USD ($)
Long-term Purchase Commitment [Line Items]  
Contingent liabilities $ 130,000
v3.26.1
15. COMMITMENTS AND CONTINGENCIES - Schedule of Contractual Future Payments Obligations (Details)
$ in Thousands
Mar. 31, 2026
USD ($)
Product Liability Contingency [Line Items]  
Contractual obligations $ 56,368
FY 2026  
Product Liability Contingency [Line Items]  
Contractual obligations 49,212
FY 2027  
Product Liability Contingency [Line Items]  
Contractual obligations 5,875
FY 2028  
Product Liability Contingency [Line Items]  
Contractual obligations 1,281
Modular Immersion Data Centers [Member]  
Product Liability Contingency [Line Items]  
Contractual obligations 17,000
Modular Immersion Data Centers [Member] | FY 2026  
Product Liability Contingency [Line Items]  
Contractual obligations 17,000
Modular Immersion Data Centers [Member] | FY 2027  
Product Liability Contingency [Line Items]  
Contractual obligations 0
Modular Immersion Data Centers [Member] | FY 2028  
Product Liability Contingency [Line Items]  
Contractual obligations 0
Equipment Maintenance Service Contracts [Member]  
Product Liability Contingency [Line Items]  
Contractual obligations 947
Equipment Maintenance Service Contracts [Member] | FY 2026  
Product Liability Contingency [Line Items]  
Contractual obligations 947
Equipment Maintenance Service Contracts [Member] | FY 2027  
Product Liability Contingency [Line Items]  
Contractual obligations 0
Equipment Maintenance Service Contracts [Member] | FY 2028  
Product Liability Contingency [Line Items]  
Contractual obligations 0
Construction in Progress [Member]  
Product Liability Contingency [Line Items]  
Contractual obligations 34,706
Construction in Progress [Member] | FY 2026  
Product Liability Contingency [Line Items]  
Contractual obligations 30,504
Construction in Progress [Member] | FY 2027  
Product Liability Contingency [Line Items]  
Contractual obligations 4,202
Construction in Progress [Member] | FY 2028  
Product Liability Contingency [Line Items]  
Contractual obligations 0
Software Contracts [Member]  
Product Liability Contingency [Line Items]  
Contractual obligations 2,765
Software Contracts [Member] | FY 2026  
Product Liability Contingency [Line Items]  
Contractual obligations 261
Software Contracts [Member] | FY 2027  
Product Liability Contingency [Line Items]  
Contractual obligations 1,223
Software Contracts [Member] | FY 2028  
Product Liability Contingency [Line Items]  
Contractual obligations 1,281
Other service contracts [Member]  
Product Liability Contingency [Line Items]  
Contractual obligations 950
Other service contracts [Member] | FY 2026  
Product Liability Contingency [Line Items]  
Contractual obligations 500
Other service contracts [Member] | FY 2027  
Product Liability Contingency [Line Items]  
Contractual obligations 450
Other service contracts [Member] | FY 2028  
Product Liability Contingency [Line Items]  
Contractual obligations $ 0
v3.26.1
16. SUBSEQUENT EVENTS (Details Narrative)
$ in Thousands
Mar. 31, 2026
USD ($)
Subsequent Event [Line Items]  
Outstanding balance of line of credit $ 780