IREN Prices $2 Billion Convertible Notes Offering
Rhea-AI Summary
IREN (NASDAQ: IREN) priced a private offering of $1.0 billion 0.25% convertible senior notes due 2032 and $1.0 billion 1.00% convertible senior notes due 2033, with settlement expected on December 8, 2025. Each series has an initial conversion rate of 19.4553 shares per $1,000 (≈$51.40 per share, ~25% premium to the $41.12 close on December 2, 2025). IREN also priced a registered direct placement of 39,699,102 shares at $41.12 to fund repurchases of existing convertible notes; aggregate proceeds estimated at ≈$1,973.8 million.
Capped calls with initial cap price $82.24 (100% premium) were entered to reduce conversion dilution; repurchase transactions of existing notes total ≈$544.3 million principal for ≈$1,632.4 million cash consideration, subject to closing conditions.
Positive
- Total offering size of $2.0 billion
- Low coupons: 0.25% (2032) and 1.00% (2033)
- Initial conversion price of $51.40 per share
- Concurrent equity sale of 39,699,102 shares
- Estimated net proceeds ≈ $1,973.8 million
- Capped calls with initial cap price $82.24
Negative
- Repurchase cash consideration of ≈ $1,632.4 million
- Existing convertible principal repurchased ≈ $544.3 million
- Potential market activity from hedges may move share price
- Conversions may be settled in cash or shares, diluting equity
News Market Reaction
On the day this news was published, IREN gained 6.91%, reflecting a notable positive market reaction. Our momentum scanner triggered 8 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $813M to the company's valuation, bringing the market cap to $12.58B at that time.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
IREN fell 6.23% while several capital markets peers also traded lower, but the momentum scanner did not flag a coordinated sector move and only 1 peer had same-day news.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 08 | Convertible deal close | Positive | +3.6% | Closed $2.3B convert deal and equity raise to refinance existing notes. |
| Dec 03 | Equity offering | Positive | +6.9% | Priced large equity raise to fund cash repurchase of older converts. |
| Dec 03 | Notes pricing | Positive | +6.9% | Priced $1B 2032 and $1B 2033 converts with capped call features. |
| Dec 01 | Proposed notes | Positive | +1.4% | Announced intention to offer 2032 and 2033 convertible notes and hedges. |
| Dec 01 | Proposed equity | Positive | +1.4% | Proposed equity sale to fund repurchase of 2029 and 2030 converts. |
Recent capital raises and related offerings have generally seen positive price reactions, indicating investors previously viewed these financing steps constructively.
Over the past months, IREN has repeatedly accessed convertible markets, including a $1.0B zero‑coupon 2031 issue and multiple proposed and priced offerings around $1.0B 2032 and $1.0B 2033 notes plus concurrent equity. Prior “offering” news on Oct 7–14 and Dec 1–8, 2025 all saw positive single‑ to high‑single‑digit moves. Today’s pricing of the $2.0B convertible package fits this ongoing balance‑sheet and maturity‑management theme.
Market Pulse Summary
The stock moved +6.9% in the session following this news. A strong positive reaction aligns with IREN’s history of favorable responses to capital‑raising news, where prior offerings around $1.0B–$2.3B in converts and equity often drew buying interest. Past moves after “offering” headlines averaged about 4.87%, suggesting investors had rewarded maturity extensions and hedged dilution. However, future sustainability would have depended on how efficiently the company deployed proceeds and whether repeated issuance risked overhang once balance‑sheet goals were met.
Key Terms
convertible senior notes financial
Rule 144A regulatory
capped call transactions financial
registered direct placement financial
fundamental change regulatory
AI-generated analysis. Not financial advice.
NEW YORK, Dec. 03, 2025 (GLOBE NEWSWIRE) -- IREN Limited (NASDAQ: IREN) (“IREN”) today announced the pricing of its offering of
Key details of the transaction
$1 billion convertible senior notes due 2032 (0.25% coupon,25% conversion premium)$1 billion convertible senior notes due 2033 (1.00% coupon,25% conversion premium)- Capped call transactions entered into in connection with the 2032 notes, which are expected generally to provide a hedge upon conversions up to an initial cap price of
$82.24 per share, which represents a100% premium (as compared to the25% conversion premium under the 2032 notes) - Capped call transactions entered into in connection with the 2033 notes, which are expected generally to provide a hedge upon conversions up to an initial cap price of
$82.24 per share, which represents a100% premium (as compared to the25% conversion premium under the 2033 notes) - The issuance and sale of the notes are scheduled to settle on December 8, 2025, subject to customary closing conditions. IREN also granted 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 notes for the 2032 notes and up to an additional$150 million principal amount of notes for the 2033 notes
Additional transaction details
The notes will be senior, unsecured obligations of IREN and will accrue interest at a rate of
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
If a “fundamental change” (as defined in each indenture for the notes) occurs, 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.
Equity offering to fund the repurchase of Existing Convertible Notes
IREN also announced today the pricing of its previously announced registered direct placement of 39,699,102 of its ordinary shares, at an offering price of
Concurrently with the pricing of the offering of the notes, IREN entered into one or more separate, privately negotiated transactions with a limited number of holders of IREN’s outstanding
In connection with the Repurchase, certain holders of the Existing Convertible Notes 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 estimates that the net proceeds from the offering will be approximately
IREN intends to use the net proceeds from the offering of the notes, together with the net proceeds from the Concurrent Equity Offering (defined below), if it is consummated, (i) to fund
Capped call transactions
In connection with the pricing of the 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. 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 cap price of the capped call transactions relating to the 2032 notes is initially
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 completion of the offering, the Concurrent Equity Offering and the Repurchase and the expected amount and 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, the satisfaction of the closing conditions related to the offering 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 offering described in this press release and, if the offering is consummated, 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 about convertible notes on December 3, 2025?
What is the initial conversion price and rate for IREN's 2032 and 2033 notes?
How will IREN use proceeds from the notes offering?
What is the Concurrent Equity Offering tied to IREN's notes offering?
What are the capped call terms tied to IREN's new notes?
Could the convertible transactions affect IREN share trading?
