IREN (NASDAQ: IREN) prices $875M zero-coupon convertible notes offering

Rhea-AI Filing Summary

IREN Limited has priced an offering of $875 million in aggregate principal amount of its 0.00% Convertible Senior Notes due 2031, to be sold to qualified institutional buyers under Rule 144A. Initial purchasers also have a 13-day option to buy up to an additional $125 million of these notes. The offering is expected to close on October 14, 2025, subject to customary conditions.

The company estimates net proceeds of about $856.5 million, or $979.0 million if the option is fully exercised. It plans to use approximately $49.6 million to fund capped call transactions related to the notes and the remaining funds for general corporate purposes and working capital. The notes and any shares underlying them will be offered in a private placement and will not be registered under U.S. securities laws unless later registered.

Insights

Capital structure and convertible debt analyst

IREN raises large zero-coupon convertible debt, boosting cash but adding potential dilution later.

IREN Limited is issuing 0.00% Convertible Senior Notes due 2031 with an aggregate principal of $875 million, plus an option for an extra $125 million. Zero-coupon convertibles reduce current interest expense compared with traditional debt while still providing substantial upfront cash to the company.

Estimated net proceeds are $856.5 million, or $979.0 million if the option is fully exercised, after fees and expenses. About $49.6 million is earmarked for capped call transactions, which typically help limit dilution if the notes convert, and the balance is designated for general corporate purposes and working capital.

The notes are being sold privately to qualified institutional buyers under Rule 144A and are not registered under the Securities Act. Future impact for shareholders will depend on the specific conversion terms and whether the notes ultimately convert into equity, which is not detailed in this excerpt.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

October 9, 2025

Date of Report (date of earliest event reported)

IREN LIMITED

(Exact name of registrant as specified in its charter)

Australia

(State or other jurisdiction of incorporation or organization)

001-41072

(Commission File Number)

Not Applicable

(I.R.S. Employer Identification No.)

Level 6, 55 Market Street, Sydney, NSW 2000 Australia

(Address of Principal Executive Offices)

+61 2 7906 8301

Registrant’s telephone number, including area code

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 (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, no par value	IREN	The Nasdaq Stock Market LLC

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 8.01 Other Events

On October 9, 2025, the Company issued a press release announcing the pricing of its offering of $875 million in aggregate principal amount of its 0.00% Convertible Senior Notes due 2031 (the “Convertible Notes”). The Convertible Notes will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted to the initial purchasers of the Convertible Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Convertible Notes are first issued, up to an additional $125 million aggregate principal amount of the Convertible Notes. The offering is expected to close on October 14, 2025, subject to satisfaction of customary closing conditions.

The Company estimates that the net proceeds of the offering will be approximately $856.5 million (or approximately $979.0 million if the initial purchasers exercise in full their option to purchase additional Convertible Notes), after deducting the initial purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company intends to use approximately $49.6 million of the net proceeds to fund the cost of entering into the capped call transactions and the remainder of the net proceeds for general corporate purposes and working capital. If the initial purchasers exercise their option to purchase additional Convertible Notes, then the Company intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions.

A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 do not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Convertible Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

No.	Description
99.1	Press release of IREN Limited announcing the pricing of its Convertible Notes offering, dated October 9, 2025.
104	Cover page of this Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES

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

	IREN Limited
Date: October 9, 2025	By:	/s/ Daniel Roberts
		Daniel Roberts
		Co-Chief Executive Officer and Director

FAQ

What type of financing did IREN (IREN) announce in this 8-K?

IREN Limited announced the pricing of an offering of 0.00% Convertible Senior Notes due 2031, sold in a private placement to qualified institutional buyers under Rule 144A.

How much is IREN (IREN) raising through its 2031 convertible notes?

IREN is offering $875 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2031, with an additional $125 million principal amount available to initial purchasers under an option.

What net proceeds does IREN (IREN) expect from the convertible notes offering?

IREN estimates net proceeds of about $856.5 million, or roughly $979.0 million if the initial purchasers fully exercise their option to buy additional notes.

How will IREN (IREN) use the proceeds from the convertible notes?

IREN intends to use approximately $49.6 million of the net proceeds to fund capped call transactions and the remaining proceeds for general corporate purposes and working capital.

When is IREN’s 2031 convertible notes offering expected to close?

The offering is expected to close on October 14, 2025, subject to the satisfaction of customary closing conditions.

Are IREN’s new 2031 convertible notes registered under the Securities Act?

No. The convertible notes will not be registered under the Securities Act or state securities laws and may be offered or sold in the United States only under an applicable exemption from registration.