IREN Closes $2.3 Billion Convertible Notes Offering and the Repurchase of Existing Convertible Notes

Rhea-AI Summary

IREN (NASDAQ: IREN) closed a combined capital transaction on December 8, 2025, raising proceeds to refinance existing convertibles and extend maturities.

Key items: $2.3 billion aggregate convertible senior notes issued (two series: 0.25% due 2032 and 1.00% due 2033, including a $300 million greenshoe), a $1,632.4 million concurrent registered direct equity placement of 39,699,102 ordinary shares at $41.12 per share to fund a repurchase of approximately $544.3 million aggregate principal of existing convertibles, and net proceeds ≈ $2.27 billion.

Transaction features include capped call hedges with an initial cap price of $82.24 per share, estimated capped call cost of $201.0 million, lower average cash coupons, and proceeds for general corporate purposes.

Positive

• Raised ≈$2.27B net proceeds from convertible notes
• Concurrent equity placement raised $1.6324B via 39.7M shares
• Repurchased ≈$544.3M principal of existing convertibles
• Extended maturities with new 2032 and 2033 convertibles

Negative

• Paid ≈$201.0M to enter capped call transactions
• Repurchase funded by equity issuance, diluting existing shareholders

Key Figures

Total new convert notes $2.3 billion Aggregate new convertible senior notes offering (2032 and 2033 series)

2032 notes size $1.15 billion 0.25% convertible senior notes due 2032

2033 notes size $1.15 billion 1.00% convertible senior notes due 2033

Existing notes repurchased $544.3 million Aggregate principal of 2029 and 2030 convertible notes repurchased

Concurrent equity shares 39,699,102 shares Registered direct placement at $41.12 per share

Net proceeds converts $2,270.0 million Net proceeds from Convertible Notes Offering

Equity proceeds $1,632.4 million Proceeds from Concurrent Equity Offering

Capped call cost $201.0 million Intended cost of capped call transactions

Market Reality Check

$46.34 Last Close

Volume Volume 29,358,145 is below 20-day average 41,430,185 (relative volume 0.71). normal

Technical Price $46.34 is trading above the 200-day MA of $24.39 pre-announcement.

Peers on Argus

IREN fell 4.42% while peers were mixed: BMNR up 1.33%, VIRT and MKTX slightly down, XP flat. Moves do not show a coordinated sector reaction, indicating a stock-specific response to IREN’s capital structure transactions.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 03	Equity offering pricing	Neutral	+6.9%	Priced registered direct share offering to fund convertible note repurchases.
Dec 03	Convertible notes pricing	Neutral	+6.9%	Priced $2B of 2032 and 2033 convertible notes plus related capped calls.
Dec 01	Proposed convert offering	Neutral	+1.4%	Announced proposed 2032/2033 convertibles and concurrent equity offering.
Dec 01	Proposed equity raise	Neutral	+1.4%	Proposed direct share sale to finance repurchase of 2029 and 2030 notes.
Nov 06	Earnings and contract	Positive	-12.4%	Reported strong Q1 FY26 results and $9.7bn Microsoft AI cloud contract.

Pattern Detected

Recent capital markets announcements typically saw positive price reactions, while a strong earnings/contract update in November drew a sharp selloff, showing some tendency to fade fundamentally positive news but welcome financing actions.

Recent Company History

Over the past months, IREN has repeatedly tapped convertible markets and equity offerings, including a $1.0B 0.00% 2031 convert on Oct 14, 2025 and multiple proposed and priced 2032/2033 note offerings and concurrent share sales from Dec 1–3, 2025. These financings, often paired with capped calls and repurchases of older notes, generally produced positive one-day moves. By contrast, strong Q1 FY26 results and a large Microsoft contract on Nov 6, 2025 coincided with a double‑digit decline, highlighting an unusual divergence on fundamentally positive news.

Market Pulse Summary

This announcement finalizes a multi-step recapitalization, including $2.3 billion of new convertible senior notes, a large equity placement of 39,699,102 shares, and the repurchase of $544.3 million in older notes. It follows several December offering headlines that previously moved the stock. Investors may focus on how extended maturities, lower coupons, and capped call structures balance against added leverage and dilution, viewing these alongside earlier financings and recent insider selling trends.

Key Terms

convertible senior notes financial

"IREN Limited (NASDAQ: IREN) ... offering of convertible senior notes and repurchase..."

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.

greenshoe financial

"$300 million greenshoe fully exercised"

A greenshoe is an option given to the underwriters of a public share offering to sell up to a set extra percentage of shares beyond the original amount, usually to stabilize the stock price after the offering. Think of it as a short-term reserve that underwriters can tap to meet extra demand or buy back shares to stop the price from dipping; for investors it can reduce early volatility and signal strong demand, though it can also modestly increase dilution if exercised.

capped call transactions financial

"Capped call transactions expected to provide a hedge upon conversions..."

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.

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.

aggregate principal amount financial

"repurchase of approximately $544.3 million aggregate principal amount of existing..."

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

fundamental changes regulatory

"customary put right in the case of certain fundamental changes"

Major, lasting shifts in a company’s core business, strategy, structure, or operating environment that change how it makes money or manages risk. Think of it like renovating the foundation of a house rather than repainting a room: these changes can alter future earnings, cash flow and risk profiles, so investors watch them closely because they may require reassessing a company’s value and long‑term prospects.

qualified institutional buyers regulatory

"private offering ... to persons reasonably believed to be qualified institutional buyers..."

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 08, 2025 (GLOBE NEWSWIRE) -- IREN Limited (NASDAQ: IREN) (“IREN”) today announced the closing of its offering of convertible senior notes and repurchase of certain existing convertible notes.

Key details

• Offering of $2.3 billion convertible senior notes
  • $1.0 billion offering of 0.25% convertible senior notes due 2032
  • $1.0 billion offering of 1.00% convertible senior notes due 2033
  • $300 million greenshoe fully exercised
  • Capped call transactions expected to provide a hedge upon conversions up to an initial cap price of $82.24 per share
  • No put option for investors in the notes other than a customary put right in the case of certain fundamental changes
    
• Repurchase of approximately $544.3 million aggregate principal amount of existing convertible notes
  • $316.6 million of 3.50% convertible senior notes due 2029 ($13.64 conversion price)
  • $227.7 million of 3.25% convertible senior notes due 2030 ($16.81 conversion price)
  • Funded via registered direct placement of approximately 39.7 million ordinary shares
• Combined transactions raise net proceeds of approximately $2.27 billion, lower average annualized cash coupons and extend maturities on outstanding convertible notes
  
  

Convertible Notes Offering

IREN closed its offering of $1.15 billion aggregate principal amount of 0.25% convertible senior notes due 2032 (the “2032 notes”) and $1.15 billion aggregate principal amount of 1.00% convertible senior notes due 2033 (the “2033 notes” and, together with the 2032 notes, the “notes”) in a private offering (the “Convertible Notes 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”).

Citigroup, Goldman Sachs & Co. LLC, J.P. Morgan, Jefferies, Cantor and Mizuho acted as bookrunners, and Canaccord Genuity, Macquarie Capital, Moelis & Company and Roth Capital Partners acted as co-managers in connection with the offering.

Repurchase of Existing Convertible Notes

Concurrently with the closing of the Convertible Notes Offering, IREN closed its 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 approximately $227.7 million aggregate principal amount of the Existing 2030 Convertible Notes and approximately $316.6 million aggregate principal amount of the Existing 2029 Convertible Notes for an aggregate repurchase price of approximately $1,632.4 million, funded by the Concurrent Equity Offering (as defined below) and includes accrued and unpaid interest on the Existing Convertible Notes to be repurchased (the “Repurchase”).

The principal amount of debt outstanding under the Existing Convertible Notes has been reduced by an amount equal to the principal amount of Existing Convertible Notes that were repurchased, and the Existing Convertible Notes that were repurchased by IREN have been extinguished and, accordingly, will no longer be convertible into IREN’s ordinary shares prior to maturity or otherwise. IREN may repurchase additional Existing Convertible Notes after the completion of the Convertible Notes Offering.

IREN also announced today the closing of its previously announced registered direct placement of 39,699,102 of its ordinary shares, at an offering price of $41.12 per share to a limited number of purchasers (the “Concurrent Equity Offering”) to fund the Repurchase. The aggregate gross proceeds from the Concurrent Equity Offering equal the aggregate cash consideration payable in connection with the Repurchase.

Citigroup, Goldman Sachs & Co. LLC and J.P. Morgan acted as placement agents in connection with the Concurrent Equity Offering.

Use of proceeds

The net proceeds from the Convertible Notes Offering are approximately $2,270.0 million after the initial purchasers’ full exercise of their options to purchase additional notes, after deducting the initial purchasers’ discounts and commissions and IREN’s estimated offering expenses. The proceeds from the Concurrent Equity Offering are approximately $1,632.4 million.

IREN intends to use the net proceeds from the Convertible Notes Offering, together with the net proceeds from the Concurrent Equity Offering, (i) to fund the $201.0 million cost of entering into the capped call transactions described below; (ii) to repurchase a portion of the Existing Convertible Notes for cash as described above; and (iii) remaining proceeds of $2,068.0 million for general corporate purposes and working capital.

Capped call transactions

In connection with the pricing of the notes and the exercise by the initial purchasers of their option to purchase additional notes, IREN entered into privately negotiated capped call transactions relating to each series of notes with certain of the initial purchasers or their affiliates and certain other financial institutions (the “option counterparties”). The capped call transactions relating to the 2032 notes cover, subject to anti-dilution adjustments, the number of ordinary shares of IREN that initially underlie the 2032 notes. The capped call transactions relating to the 2033 notes cover, subject to anti-dilution adjustments, the number of ordinary shares of IREN that initially underlie the 2033 notes. Due to the initial purchasers’ full exercise of their option to purchase additional notes of each series, IREN entered into additional capped call transactions relating to the additional notes of each series with the option counterparties.

The cap price of the capped call transactions relating to the 2032 notes is initially $82.24 per share, which represents a premium of 100% over the last reported sale price of IREN’s ordinary shares of $41.12 per share on December 2, 2025, and is subject to certain adjustments under the terms of the capped call transactions relating to the 2032 notes. The cap price of the capped call transactions relating to the 2033 notes is initially $82.24 per share, which represents a premium of 100% over the last reported sale price of IREN’s ordinary shares of $41.12 per share on December 2, 2025, and is subject to certain adjustments under the terms of the capped call transactions relating to the 2033 notes.

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 unless certain conditions are satisfied.

No registration of notes

The notes were only offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. 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 Convertible Notes Offering, the Concurrent Equity Offering and the Repurchase and the intended use of the net 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, risks relating to IREN’s business, including those described in periodic reports that IREN files from time to time with the SEC. IREN cannot provide any assurances regarding 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 did IREN announce on December 8, 2025 regarding convertible notes (NASDAQ: IREN)?

IREN closed a convertible notes offering totaling $2.3B (two series due 2032 and 2033) and repurchased ≈$544.3M of existing convertible notes.

How much equity did IREN sell to fund the repurchase on December 8, 2025?

IREN completed a registered direct placement of 39,699,102 ordinary shares at $41.12 per share, generating ≈$1.6324B.

What are the cash costs and hedges associated with IREN's December 2025 transactions?

IREN expects to fund capped calls costing ≈$201.0M and entered capped call transactions with an initial cap price of $82.24 per share.

How will the December 8, 2025 transactions affect IREN's coupons and maturities?

The combined transactions lower average annualized cash coupons and extend the maturities of the company’s outstanding convertible notes.

What are IREN's intended uses for the proceeds from the December 2025 offerings?

Proceeds will fund capped call costs, the repurchase of existing convertible notes, and the remainder for general corporate purposes and working capital (≈$2.068B remaining).