ioneer Ltd (NASDAQ: IONR) adds 400M ASX-quoted shares from placement

Rhea-AI Filing Summary

ioneer Ltd has issued and applied for quotation of 400,000,000 INR ordinary fully paid shares on the ASX, linked to a placement previously outlined in an Appendix 3B dated 30-Jan-2026. These shares are being issued for cash consideration and will rank as quoted securities.

Following quotation of these new shares, the company will have 3,074,633,957 INR ordinary fully paid shares quoted on ASX and 76,665,846 INRAS performance rights unquoted. The new shares are scheduled to be quoted with an issue date of 5-Feb-2026.

Insights

Equity Capital Markets Analyst

ioneer adds 400M new ASX-quoted shares from a previously flagged placement, modestly increasing share count.

ioneer Ltd is issuing 400,000,000 INR ordinary fully paid shares for cash under a placement first described in an Appendix 3B on 30-Jan-2026. This 6-K mirrors the ASX Appendix 2A application for quotation of those securities.

After quotation, total quoted ordinary shares will rise to 3,074,633,957, with 76,665,846 INRAS performance rights remaining unquoted. The excerpt does not state pricing or total proceeds, so the financial impact depends on terms already disclosed in the earlier Appendix 3B.

The key dated milestone is the 5-Feb-2026 issue date for the new shares, when they become part of the quoted capital. Subsequent disclosures may provide more context on use of funds and how this capital raise interacts with the company’s broader project and funding plans.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of February 2026

Commission File Number: 001-41412

ioneer Ltd

(Translation of registrant’s name into English)

Suite 16.01, 213 Miller Street

North Sydney, NSW, 2060, Australia

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXHIBIT INDEX

The following exhibits are filed as part of this Form 6-K:

Exhibit		Description
99.1		Announcement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ioneer Ltd
	(registrant)
Date: February 5, 2026	By:	/s/ April Hashimoto
	Name: April Hashimoto
	Title:   Chief Financial Officer

Exhibit 99.1

Appendix 2A - Application for quotation of securities

Announcement Summary

Entity name

IONEER LTD

Announcement Type

New announcement

Date of this announcement

Thursday February 05, 2026

The +securities to be quoted are:

+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

Total number of +securities to be quoted

ASX +security code Security description Number of +securities to

			be quoted		Issue date
	INR	ORDINARY FULLY PAID	400,000,000		05/02/2026

Refer to next page for full details of the announcement

Appendix 2A - Application for quotation of securities 1 / 6

Part 1 - Entity and announcement details

	1.1	Name of entity
	IONEER LTD
	We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.

	1.2	Registered number type	Registration number
	ACN		098564606

	1.3	ASX issuer code
	INR

	1.4	The announcement is
	New announcement

	1.5	Date of this announcement
	5/2/2026

Appendix 2A - Application for quotation of securities 2 / 6

Part 2 - Type of Issue

	2.1	The +securities to be quoted are:
	+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B
	Previous Appendix 3B details:

	Announcement Date and Time	Announcement Title	Selected Appendix 3B to submit quotation request
	30-Jan-2026 09:54	New - Proposed issue of securities - INR	A placement or other type of issue
	2.3a.2 Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B? No

Appendix 2A - Application for quotation of securities 3 / 6

Part 3A - number and type of +securities to be quoted where issue has previously been notified to ASX in an Appendix 3B

Placement Details

ASX +security code and description

INR : ORDINARY FULLY PAID

Issue date

5/2/2026

Distribution Schedule

Provide a distribution schedule for the new +securities according to the categories set out in the left hand column - including the number of recipients and the total percentage of the new +securities held by the recipients in each category.

Number of +securities held	Number of holders	Total percentage of +securities held For example, to enter a value of 50% please input as 50.00
1 - 1,000		%
1,001 - 5,000		%
5,001 - 10,000		%
10,001 - 100,000		%
100,001 and over		%

Appendix 2A - Application for quotation of securities 4 / 6

Issue details

Number of +securities to be quoted

400,000,000

Are the +securities being issued for a cash consideration?

Yes

In what currency is the cash consideration being paid? What is the issue price per +security?

AUD - Australian Dollar AUD 0.18000000

Any other information the entity wishes to provide about the +securities to be quoted

Appendix 2A - Application for quotation of securities 5 / 6

Part 4 - Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application)

ASX +security code and description	Total number of +securities on issue
INR : ORDINARY FULLY PAID	3,074,633,957
4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)
ASX +security code and description	Total number of +securities on issue
INRAS : PERFORMANCE RIGHTS	76,665,846

Appendix 2A - Application for quotation of securities 6 / 6

FAQ

How many new shares is ioneer Ltd (IONR) issuing in this 6-K filing?

ioneer Ltd is issuing 400,000,000 INR ordinary fully paid shares for quotation on the ASX. These shares arise from a placement previously outlined in an Appendix 3B dated 30-Jan-2026 and are being issued for cash consideration.

What will ioneer Ltd’s total quoted share capital be after this new issue?

After quotation of the new shares, ioneer Ltd will have 3,074,633,957 INR ordinary fully paid shares quoted on the ASX. This figure reflects the existing quoted capital plus the additional 400,000,000 shares from the previously announced placement.

When will the new ioneer Ltd (IONR) shares be issued and quoted?

The new 400,000,000 INR ordinary fully paid shares have an issue date of 5-Feb-2026. This date marks when the shares are issued and become eligible for quotation on the ASX under the company’s Appendix 2A application.

Are the new ioneer Ltd shares being issued for cash or non-cash consideration?

The filing states that the 400,000,000 new INR ordinary fully paid shares are being issued for cash consideration. Detailed pricing and proceeds were previously set out in the related Appendix 3B covering the placement announced on 30-Jan-2026.

What unquoted securities does ioneer Ltd (IONR) have outstanding after this share issue?

Alongside its quoted shares, ioneer Ltd will have 76,665,846 INRAS performance rights on issue but not quoted on ASX. These performance rights are a separate class of unquoted equity instruments from the ordinary fully paid shares.

Is this ioneer Ltd share issue part of a previously announced placement?

Yes. The new 400,000,000 INR ordinary fully paid shares are described as securities issued as part of transaction(s) previously announced to the market in an Appendix 3B titled “New - Proposed issue of securities - INR” dated 30-Jan-2026.