IREN Announces Proposed Convertible Notes Offering

Rhea-AI Summary

IREN (NASDAQ: IREN) announced a proposed private offering of convertible senior notes: $1.0B 2032 notes and $1.0B 2033 notes, with initial purchaser options to buy up to an additional $150M for each series. The notes are senior, unsecured, accrue semiannual interest and are convertible for cash, ordinary shares or both; redemption and fundamental-change repurchase features apply.

IREN also intends a Concurrent Equity Offering to fund negotiated repurchases of existing 2029 and 2030 convertible notes, and expects to enter into capped call hedges to reduce dilution; proceeds will fund capped calls, repurchases and general corporate purposes.

Positive

• Proposed debt raise of $2.0B across two convertible-note series
• Initial purchaser option adds up to $300M incremental capacity
• Concurrent equity offering sized to approximate cash needed for repurchases
• Planned capped call transactions to reduce potential dilution

Negative

• Convertible issuance may increase share count upon conversion
• Holders' hedging and repurchase-related trading may pressure share price
• Repurchase of Existing Notes depends on market conditions and may not occur

News Market Reaction

+1.42% 1.7x vol

191 alerts

+1.42% News Effect

-11.0% Trough in 35 hr 37 min

+$192M Valuation Impact

$13.75B Market Cap

1.7x Rel. Volume

On the day this news was published, IREN gained 1.42%, reflecting a mild positive market reaction. Argus tracked a trough of -11.0% from its starting point during tracking. Our momentum scanner triggered 191 alerts that day, indicating very high trading interest and price volatility. This price movement added approximately $192M to the company's valuation, bringing the market cap to $13.75B at that time. Trading volume was above average at 1.7x the daily average, suggesting increased trading activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

2032 notes size: $1 billion principal 2033 notes size: $1 billion principal 2032 greenshoe: $150 million +5 more

8 metrics

2032 notes size $1 billion principal Proposed convertible senior notes due 2032

2033 notes size $1 billion principal Proposed convertible senior notes due 2033

2032 greenshoe $150 million Initial purchasers’ option for additional 2032 notes

2033 greenshoe $150 million Initial purchasers’ option for additional 2033 notes

Existing 2030 coupon 3.25% Existing convertible senior notes due 2030

Existing 2029 coupon 3.50% Existing convertible senior notes due 2029

2030 conv. price ≈$16.81 per share Initial conversion price of Existing 2030 Convertible Notes

2029 conv. price ≈$13.64 per share Initial conversion price of Existing 2029 Convertible Notes

Market Reality Check

Price: $57.85 Vol: Volume 25,774,563 is belo...

low vol

$57.85 Last Close

Volume Volume 25,774,563 is below 20-day average 40,136,330 (relative volume 0.64x). low

Technical Trading above 200-day MA $24.93 with price at $43.94, despite the proposed financing.

Peers on Argus

Among key peers, four are down between 1.08% and 3.88%, while MKTX is up 1.91%, ...

Among key peers, four are down between 1.08% and 3.88%, while MKTX is up 1.91%, pointing to a mainly stock-specific reaction for IREN.

Historical Context

5 past events · Latest: Dec 08 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 08	Notes closing & repurchase	Neutral	+3.6%	Closed $2.3B convertibles, equity raise and repurchased existing notes.
Dec 03	Equity offering priced	Neutral	+6.9%	Priced $1.63B equity and $2B convertibles to fund note repurchases.
Dec 03	Convertible notes pricing	Neutral	+6.9%	Priced $1B 2032 and $1B 2033 notes with capped calls and repurchases.
Dec 01	Proposed notes offering	Neutral	+1.4%	Announced proposed $1.0B 2032 and $1.0B 2033 note offerings.
Dec 01	Proposed equity offering	Neutral	+1.4%	Proposed equity sale and new convertibles to fund note repurchases.

Pattern Detected

Prior IREN financing/offering announcements, including similar convertible and equity deals, were followed by modest positive moves between 1.42% and 8.45%, suggesting investors have historically absorbed balance-sheet transactions constructively.

Recent Company History

Over recent months, IREN has repeatedly used convertible notes and equity offerings to fund growth and refinance existing debt. Events on Dec 1–8, 2025 involved proposed and priced offerings of $1.0B 2032 and $1.0B 2033 notes, a large registered direct equity raise, and repurchases of older 2029/2030 convertibles. Price reactions from +1.42% to +6.91% indicate the market previously viewed these capital structure moves neutrally to positively.

Market Pulse Summary

This announcement outlined a sizeable capital structure transaction: $1.0B 2032 and $1.0B 2033 conve...

Analysis

This announcement outlined a sizeable capital structure transaction: $1.0B 2032 and $1.0B 2033 convertible notes, options for an extra $150M per series, a concurrent equity raise, and capped call transactions. Proceeds are earmarked for capped calls, repurchases of 2029/2030 convertibles and general purposes. Historically, similar offerings produced modestly positive moves, but investors should monitor completion terms, actual repurchase amounts and future financing frequency.

Key Terms

convertible senior notes, Rule 144A, registered direct offering, capped call transactions, +2 more

6 terms

convertible senior notes financial

"aggregate principal amount of convertible senior notes due 2032"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

Rule 144A regulatory

"buyers pursuant to Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

registered direct offering financial

"offer its ordinary shares in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

capped call transactions financial

"expects to use the net proceeds ... to fund the cost of entering into the capped call transactions"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

fundamental change regulatory

"If certain corporate events that constitute a “fundamental change” occur"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

derivative transactions financial

"enter into or unwind various derivative transactions with respect to IREN’s ordinary shares"

Derivative transactions are contracts whose value depends on the price or performance of something else—like stocks, bonds, currencies, interest rates or commodities. Think of them as insurance or bets about a future price: investors use them to protect against losses, lock in prices, or try to amplify returns, but they can also magnify losses, create cash demands and expose a firm to the risk that the other party won’t meet its obligation, so they can materially affect a company’s financial stability and volatility.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 01, 2025 (GLOBE NEWSWIRE) -- IREN Limited (NASDAQ: IREN) (“IREN”) today announced its intention to offer, subject to market and other conditions, $1 billion aggregate principal amount of convertible senior notes due 2032 (the “2032 notes”) and $1 billion aggregate principal amount of convertible senior notes due 2033 (the “2033 notes” and, together with the 2032 notes, the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). IREN also expects to grant the initial purchasers of the notes options to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $150 million principal amount of 2032 notes and $150 million principal amount of 2033 notes.

Description of notes

The notes will be senior, unsecured obligations of IREN, and will accrue interest payable semi-annually in arrears. The 2032 notes will mature on June 1, 2032, and the 2033 notes will mature on June 1, 2033, in each case unless earlier repurchased, redeemed or converted. Noteholders of either series will have the right to convert their notes in certain circumstances and during specified periods. IREN will settle conversions by paying or delivering, as the case may be, cash, its ordinary shares or a combination of cash and its ordinary shares, at its election. 

Each series of notes will be redeemable, in whole or in part (subject to certain limitations), for cash at IREN’s option, on or after December 6, 2028 (in the case of the 2032 notes) and on or after December 6, 2029 (in the case of the 2033 notes) and, in each case, on or before the 30th scheduled trading day immediately before the maturity date of such series of notes, but only if the last reported sale price per share of IREN’s ordinary shares exceeds 130% of the conversion price of such series of notes for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require IREN to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The interest rate, initial conversion rate and other terms of each series of notes will be determined at the pricing of the offering.

Equity offering to fund the repurchase of Existing Convertible Notes

IREN also announced today its intention to offer its ordinary shares in a registered direct offering, subject to market and other conditions, to a limited number of purchasers (the “Concurrent Equity Offering”) to fund the Repurchase (as defined below). The aggregate gross proceeds from the Concurrent Equity Offering are expected to approximate the aggregate cash consideration payable in connection with the Repurchase.

Concurrently with the pricing of the offering of the notes, IREN expects to enter into one or more separate, privately negotiated transactions with a limited number of holders of IREN’s outstanding 3.25% convertible senior notes due 2030 with an initial conversion price of approximately $16.81 per ordinary share (the “Existing 2030 Convertible Notes”) and 3.50% convertible senior notes due 2029 with an initial conversion price of approximately $13.64 per ordinary share (the “Existing 2029 Convertible Notes” and, together with the Existing 2030 Convertible Notes, the “Existing Convertible Notes”) to repurchase a portion of the Existing 2030 Convertible Notes and a portion of the Existing 2029 Convertible Notes (the “Repurchase”) for cash and in an aggregate amount expected to approximate the size of the Concurrent Equity Offering (as defined below), in each case, subject to market and other conditions. The terms of each Repurchase will depend on a variety of factors, including the market price of IREN’s ordinary shares and the trading price of the Existing Convertible Notes at the time of such Repurchase, and the Repurchase will be subject to closing conditions that may not be satisfied. If the Repurchase is consummated, the principal amount of debt outstanding under the Existing Convertible Notes will be reduced by an amount equal to the principal amount of Existing Convertible Notes that are repurchased, and the Existing Convertible Notes that are repurchased by IREN will be extinguished and, accordingly, will no longer be convertible into IREN’s ordinary shares, prior to maturity or otherwise. No assurance can be given as to how many, if any, of the Existing Convertible Notes will be repurchased or the terms on which they will be repurchased. In addition, following the completion of the offering of the notes, IREN may repurchase additional Existing Convertible Notes.

In connection with any repurchase of the Existing Convertible Notes, certain holders of the Existing Convertible Notes that participate in any of these repurchases may purchase or sell IREN’s ordinary shares in the open market or enter into or unwind various derivative transactions with respect to IREN’s ordinary shares to unwind any hedge positions they may have with respect to the Existing Convertible Notes or to hedge or unwind their exposure in connection with these transactions. The amount of IREN’s ordinary shares to be sold or purchased by such holders or the notional number of IREN’s ordinary shares underlying such derivative transactions may be substantial in relation to the historic average daily trading volume of IREN’s ordinary shares. These activities may adversely affect the trading price of IREN’s ordinary shares and the trading price of the notes. IREN cannot predict the magnitude of such market activities or the overall effect they will have on the price of the notes or IREN’s ordinary shares.

The completion of the offering of the notes is not contingent on the completion of the Concurrent Equity Offering or the Repurchase, and the completion of the Concurrent Equity Offering is not contingent on the completion of the offering of the notes or the Repurchase.

Use of proceeds

IREN expects to use the net proceeds from the offering of the notes, together with the net proceeds from the Concurrent Equity Offering, if it is consummated, (i) to fund the cost of entering into the capped call transactions as described below; (ii) to repurchase a portion of the Existing Convertible Notes as described above; and (iii) for general corporate purposes and working capital. If the initial purchasers of the notes exercise their options to purchase additional notes, IREN intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions, as described below.

Capped call transactions

In connection with the offering of the notes, IREN expects to enter into privately negotiated capped call transactions relating to each series of notes with one or more of the initial purchasers or their affiliates and/or one or more other financial institutions (the “option counterparties”). The capped call transactions relating to the 2032 notes are expected to cover, subject to anti-dilution adjustments, the number of ordinary shares of IREN that will initially underlie the 2032 notes. The capped call transactions relating to the 2033 notes are expected to cover, subject to anti-dilution adjustments, the number of ordinary shares of IREN that will initially underlie the 2033 notes. If the initial purchasers exercise their option to purchase additional notes of a series, then IREN expects to enter into additional capped call transactions relating to such series of notes with the option counterparties.

The capped call transactions relating to each series of notes are expected generally to reduce the potential dilution to IREN’s ordinary shares upon any conversion of the notes of such series and/or offset any potential cash payments IREN is required to make in excess of the principal amount of converted notes of such series, as the case may be, with such offset and/or reduction subject to a cap price. If, however, the market price per ordinary share of IREN, as measured under the terms of the applicable capped call transactions, exceeds the cap price of such capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of such capped call transactions. In addition, the capped call transactions will be solely cash settled until IREN receives shareholder approval to repurchase its ordinary shares pursuant to the terms of the capped call transactions or is otherwise permitted to repurchase its ordinary shares pursuant to the terms of the capped call transactions under the laws of its jurisdiction of incorporation. The Company retains flexibility to seek and/or renew such approval from time to time during the terms of the capped call transactions at a general meeting or future annual general meeting.

IREN has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to IREN’s ordinary shares concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of IREN’s ordinary shares or the notes at that time. Any such trades by the option counterparties or their respective affiliates would be on a principal basis and without any agreement, arrangement or understanding between, or with, IREN on how those parties would hedge their own positions.

In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to IREN’s ordinary shares and/or purchasing or selling IREN’s ordinary shares or other securities of IREN in secondary market transactions following the pricing of the notes and prior to the maturity of the relevant series of notes (and are likely to do so (x) on each exercise date for the capped call transactions, which are expected to occur on each trading day during the 30 trading day period beginning on the 31st scheduled trading day prior to the maturity date of the relevant series of notes and (y) following any early conversion of notes of the relevant series or any repurchase of the notes of such series by IREN on any fundamental change repurchase date, any redemption date or any other date on which the notes of such series are repurchased by IREN, in each case if IREN exercises the relevant election to terminate the corresponding portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of IREN’s ordinary shares or the notes, which could affect the ability of noteholders to convert the notes, and, to the extent the activity occurs following a conversion or during any observation period related to a conversion of the notes of the relevant series, it could affect the number of IREN’s ordinary shares and value of the consideration that noteholders will receive upon conversion of the relevant series of notes.

The offer and sale of the notes and any of IREN’s ordinary shares issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any of IREN’s ordinary shares issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction (including the United States and Australia) in which such offer, sale or solicitation would be unlawful. This press release also shall not constitute an offer to purchase or a solicitation of an offer to sell the Existing Convertible Notes.

About IREN

IREN is a leading AI Cloud Service Provider, delivering large-scale GPU clusters for AI training and inference. IREN’s vertically integrated platform is underpinned by its expansive portfolio of grid-connected land and data centers in renewable-rich regions across the U.S. and Canada.

Contacts

Investors
ir@iren.com

Media
media@iren.com

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering, the Concurrent Equity Offering and the Repurchase and the intended use of the proceeds. Forward-looking statements represent IREN’s current expectations, beliefs, and projections regarding future events and are subject to known and unknown uncertainties, risks, assumptions and contingencies, many of which are outside IREN’s control and that could cause actual results to differ materially from those described in or implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of IREN’s ordinary shares and risks relating to IREN’s business, including those described in periodic reports that IREN files from time to time with the SEC. IREN may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offering or the notes, the Concurrent Equity Offering or the Repurchase or its ability to effectively apply the net proceeds after funding the cost of entering into the capped call transactions as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and IREN does not undertake any obligation to update the forward-looking statements included in this press release for subsequent developments, except as may be required by law. For a further discussion of factors that could cause IREN’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in IREN’s Annual Report on Form 10-K for the year ended June 30, 2025 and other risks described in documents filed by IREN from time to time with the Securities and Exchange Commission.

FAQ

What convertible notes did IREN announce on December 1, 2025 (NASDAQ: IREN)?

IREN proposed a private offering of $1.0B 2032 notes and $1.0B 2033 notes, each with an initial purchaser option for up to $150M additional notes.

How will IREN use proceeds from the December 2025 notes offering (NASDAQ: IREN)?

Net proceeds are expected to fund capped call transactions, repurchases of certain existing convertible notes and general corporate purposes.

What is the Concurrent Equity Offering tied to IREN's December 1, 2025 financing?

IREN intends a registered direct equity offering sized to approximate the cash required to repurchase portions of its existing 2029 and 2030 convertible notes.

How could IREN's proposed repurchase affect IREN's share trading (NASDAQ: IREN)?

Holders participating in repurchases may trade shares or derivatives, which the company warns could materially affect IREN’s ordinary share price.

When can IREN redeem the 2032 and 2033 notes if issued?

2032 notes are redeemable at IREN’s option on or after Dec 6, 2028; 2033 notes on or after Dec 6, 2029, subject to price and other conditions.