IREN Limited (NASDAQ: IREN) issues 12.6m shares to acquire Mirantis
Rhea-AI Filing Summary
IREN Limited completed its acquisition of Mirantis, Inc., a cloud software and services provider, through the issuance of approximately 12.6m ordinary shares, fixed at signing, plus cash, restricted stock units and other consideration of approximately $40m as of closing on August 3, 2026.
The company also filed a prospectus supplement under its Form S-3 registration statement to cover the resale from time to time by certain selling shareholders of up to 11,981,668 ordinary shares issued in connection with the merger. Management highlights that Mirantis adds an interoperable software layer for AI workload orchestration, monitoring and support, enhancing IREN’s vertically integrated AI Cloud platform.
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8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares registered for resale: 11,981,668 ordinary shares
Equity consideration: approximately 12.6m ordinary shares
Additional consideration value: approximately $40m
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5 metrics
Shares registered for resale
11,981,668 ordinary shares
Aggregate ordinary shares covered by prospectus supplement for selling shareholders
Equity consideration
approximately 12.6m ordinary shares
Ordinary shares issued by IREN to acquire Mirantis, fixed at signing
Additional consideration value
approximately $40m
Cash, restricted stock units and other consideration as of closing for Mirantis acquisition
Acquisition closing date
August 3, 2026
Date the acquisition of Mirantis by IREN was completed
Enterprise customers served by Mirantis
more than 1,500
Mirantis’ global enterprise customer base cited by IREN
Key Terms
prospectus supplement, registration rights, vertically integrated AI Cloud platform, NVIDIA AI Cloud Ready Initiative, +1 more
5 terms
prospectus supplement regulatory
"filed a prospectus supplement to the prospectus included in the Company’s registration"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
registration rights financial
"to satisfy registration rights the Company granted pursuant to an Agreement and Plan"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
vertically integrated AI Cloud platform technical
"strengthening its vertically integrated AI Cloud platform spanning owned and operated data"
NVIDIA AI Cloud Ready Initiative technical
"Mirantis is an inaugural partner of the NVIDIA AI Cloud Ready Initiative"
open-source k0rdent platform technical
"The open-source k0rdent platform will continue to be developed and supported"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What acquisition did IREN (NASDAQ: IREN) complete with Mirantis?
IREN Limited completed the acquisition of Mirantis, Inc. on August 3, 2026. Mirantis is a cloud software and services provider whose platform and expertise are intended to strengthen IREN’s vertically integrated AI Cloud offering across data centers, compute and software.
How was the Mirantis acquisition by IREN (IREN) structured and what was the consideration?
IREN financed the Mirantis deal with approximately 12.6m ordinary shares, fixed at signing, plus about $40m in cash, restricted stock units and other consideration as of closing. This mix combines equity and additional instruments rather than a purely cash transaction.
How does Mirantis enhance IREN’s AI Cloud strategy for ticker IREN?
Mirantis contributes software for AI workload orchestration, monitoring and customer support, adding a flexible, interoperable software layer on top of IREN’s data centers and compute. IREN states this supports its strategy to serve hyperscalers, enterprises and AI developers across bare metal and managed cloud services.
Who is Mirantis and what capabilities does it bring to IREN (IREN)?
Mirantis is described as a leading provider of cloud software and services with a track record of serving more than 1,500 enterprise customers worldwide. It is an inaugural partner of the NVIDIA AI Cloud Ready Initiative and develops the open-source k0rdent AI platform integrated with NVIDIA software components.
What risks does IREN (IREN) highlight regarding the Mirantis acquisition?
IREN notes risks around its ability to integrate and realize anticipated benefits from the Mirantis acquisition, potential unanticipated costs or liabilities, and compliance with laws and regulations as its business expands, alongside broader execution risks described in its risk factors in prior SEC filings.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2026
(Exact name of registrant as specified in its charter)
Commission File Number: 001-41072
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
+61 2 7906 8301
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD Disclosure.
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On August 4, 2026, IREN Limited (the “Company”) issued a press release announcing the closing of its previously announced Acquisition (defined below). A copy of the
press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such filing.
| Item 8.01 |
Other Events.
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On August 4, 2026, the Company filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the prospectus included in the Company’s
registration statement on Form S-3 POSASR originally filed with the SEC on Form F-3 (Reg. No. 333-284369) on January 21, 2025 and as amended by post-effective amendment on Form S-3 on August 25, 2025 (as so amended, the “Registration Statement”),
covering the resale from time to time by certain selling shareholders of up to an aggregate of 11,981,668 of the Company’s ordinary shares, with no par value (the “Shares”), to satisfy registration rights the Company granted pursuant to an
Agreement and Plan of Merger dated as of May 4, 2026 by and among the Company, Kube Merger Sub Inc. and Mirantis, Inc., which closed on August 3, 2026 (the “Acquisition”).
A copy of the legal opinion of Allens relating to the validity of the Shares is filed herewith as Exhibit 5.1 and is incorporated herein by reference, and is filed with
reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits
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Exhibit Number
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5.1
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Opinion of Allens, Australian counsel of IREN Limited.
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23.1
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Consent of Allens, Australian counsel of IREN Limited (included in Exhibit 5.1).
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99.1
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Press release, dated August 4, 2026, announcing closing of the Acquisition.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
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 hereunto duly authorized.
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IREN LIMITED
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By:
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/s/ William Roberts
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William Roberts
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Co-Chief Executive Officer and Director
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| Date: August 4, 2026 |
Exhibit 99.1
IREN Completes Acquisition of Mirantis
Strengthening the Software Layer of its
Vertically Integrated AI Cloud Platform
NEW YORK, August 4, 2026 (GLOBE NEWSWIRE) – IREN Limited (NASDAQ: IREN) (“IREN”) today announced it has completed the acquisition of
Mirantis, Inc. (“Mirantis”), a leading provider of cloud software and services, through the issuance of approximately 12.6m ordinary shares, fixed at signing, plus cash, restricted stock units and other consideration of approximately $40m as of
closing.
The acquisition deepens IREN’s capabilities across AI workload orchestration, monitoring and customer support, further strengthening its
vertically integrated AI Cloud platform spanning owned and operated data centers, compute and software.
The acquisition also supports IREN’s strategy to serve a large and diverse customer base over time, including hyperscalers, enterprises and
AI developers across bare metal and managed cloud services, and has already facilitated several of IREN’s announced and prospective AI Cloud contracts.
Mirantis brings deep software engineering and technical expertise, and a track record of serving more than 1,500 enterprise customers
globally. Mirantis is an inaugural partner of the NVIDIA AI Cloud Ready Initiative, and has integrated k0rdent AI with NVIDIA DSX OS software components, supporting current and next-generation NVIDIA architectures. The open-source k0rdent AI
platform will continue to be developed and supported for Mirantis’ customers.
The combination brings together IREN’s owned and operated data centers and compute with Mirantis’ flexible, interoperable software layer,
giving customers greater choice and control in how they deploy and scale AI workloads.
Daniel Roberts, Co-Founder and Co-CEO of IREN, commented:
“From the beginning our view has been simple: own the land and power, build the data centers, deliver the compute. Mirantis adds the
software layer on top, turning infrastructure into a platform. That’s what lets us serve everyone from hyperscalers running bare metal to enterprises who want fully managed AI cloud.”
Alex Freedland, Founder and CEO of Mirantis, commented:
“For more than a decade, Mirantis has helped enterprises deploy and operate mission-critical cloud infrastructure software, and that
commitment to our customers remains unchanged. Becoming part of IREN gives us the opportunity to bring those capabilities to an even larger infrastructure platform, accelerating innovation while continuing to invest in the open and
infrastructure-agnostic k0rdent AI platform.”
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IREN is a vertically integrated AI Cloud provider, delivering large-scale data centers and compute for AI training and inference. IREN’s
platform is underpinned by its expansive portfolio of grid-connected land and power in renewable-rich regions across North America, Europe and APAC.
Contacts
Investors
ir@iren.com
Media
media@iren.com
Forward-Looking Statements
This news release contains “forward-looking statements” 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, that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or IREN’s future financial or operating performance. Forward-looking
statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies, revenue targets, anticipated benefits of the Mirantis acquisition, customer utilization and
adoption of the k0rdent AI platform, and other trends we expect to affect our business. These statements often include words such as “anticipate,” “believe,” “may,” “can,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,”
“budget,” “forecast,” “expect,” “intend,” “target”, “will,” “estimate,” “predict,” “potential,” “continue,” “scheduled”. Forward-looking statements may also be made, verbally or in writing, by members of our Board or management team in connection
with this news release.
These forward-looking statements are based on management’s current expectations and beliefs. These statements are neither promises nor
guarantees, but involve and are subject to known and unknown risks, uncertainties and other important factors that may cause IREN’s actual results, performance or achievements to differ materially from any future results performance or achievements
expressed or implied by the forward-looking statements, including IREN’s ability to successfully integrate and achieve the anticipated benefits of the acquisition, any unanticipated costs or liabilities associated with the acquisition, any failure
to comply with laws, rules, regulations or business practices that IREN may become subject to as a result of any expansion of its business in connection with the acquisition of Mirantis, as well as IREN’s ability to successfully execute on its
growth strategies and operating plans, achieve its targeted annualized AI Cloud revenue, continue to develop its existing data center sites, design and deploy direct-to-chip liquid cooling systems, and diversify and expand into the market for high
performance computing solutions (including the market for cloud services and potential colocation services), along with other important factors discussed under the caption “Risk Factors” in IREN’s Annual Report on Form 10-K, filed with the
Securities and Exchange Commission (the “SEC”) on August 28, 2025 and our other filings with the SEC. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in
this press release. Any forward-looking statement included in this press release speaks only as of the date of such statement. Except as required by law, IREN disclaims any obligation to update or revise, or to publicly announce any update or
revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise.
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