IREN (NASDAQ: IREN) sells $3.0B 2033 convertible notes and adds capped call hedge
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
IREN Limited has completed a private offering of $3.0 billion of 1.00% convertible senior notes due 2033. The notes pay 1.00% interest semi-annually and mature on December 1, 2033, with conversion allowed under specified conditions into ordinary shares at an initial conversion rate of 13.6848 shares per $1,000, implying a conversion price of about $73.07 per share.
The company received approximately $2.96 billion in net proceeds, using $201.3 million to buy capped call transactions designed to limit dilution or excess cash outlay upon conversion, and plans to use the remainder for general corporate purposes and working capital. A maximum of 54,396,900 ordinary shares may initially be issued upon conversion based on the initial maximum conversion rate.
The capped calls have an initial cap price of $110.30 per share, double the last reported share price of $55.15 on May 11, 2026, and will be cash-settled. The notes were sold only to qualified institutional buyers under Rule 144A and include customary redemption, fundamental change, and events-of-default provisions under the indenture.
Positive
- None.
Negative
- None.
Insights
IREN adds low-coupon convertible debt with hedging to manage dilution.
IREN is raising $3.0 billion through 1.00% convertible senior notes due 2033, which is inexpensive long-term financing compared with typical unsecured debt. The structure allows settlement in cash, shares, or a mix, giving flexibility in how potential future conversions are handled.
The company spent $201.3 million on capped call transactions with a cap price of $110.30 per share, double the $55.15 share price on May 11, 2026. These instruments are designed to reduce dilution or extra cash payments if the stock trades above the initial conversion price but below the cap.
Initially, up to 54,396,900 shares may be issuable based on the disclosed maximum conversion rate, which represents a sizable potential equity overhang. Actual impact depends on future share price performance, conversion behavior and any company decisions on cash versus share settlement.
8-K Event Classification
5 items: 1.01, 2.03, 3.02, 8.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
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
Convertible notes principal: $3.0 billion
Net proceeds: $2.96 billion
Interest rate: 1.00% per annum
+5 more
8 metrics
Convertible notes principal
$3.0 billion
Aggregate principal amount of 1.00% notes due 2033
Net proceeds
$2.96 billion
After discounts, commissions and estimated expenses
Interest rate
1.00% per annum
Convertible notes, payable semi-annually
Capped call cost
$201.3 million
Cost to enter capped call transactions
Initial conversion rate
13.6848 shares per $1,000
Initial conversion terms for the notes
Initial conversion price
$73.07 per share
Implied from initial conversion rate
Capped call cap price
$110.30 per share
100% premium to $55.15 share price on May 11, 2026
Maximum shares issuable
54,396,900 shares
Based on initial maximum conversion rate 18.1323 per $1,000
Key Terms
Convertible Senior Notes, capped call transactions, Rule 144A, Fundamental Change, +1 more
5 terms
Convertible Senior Notes financial
"1.00% Convertible Senior Notes due 2033 (the “Convertible Notes”)."
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.
capped call transactions financial
"the Company entered into privately negotiated capped call transactions"
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
"resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A"
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.
Fundamental Change financial
"If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
Events of Default financial
"The Convertible Notes will have customary provisions relating to the occurrence of “Events of Default”"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
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
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
(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
|
|
|
|
|
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 1.01 Entry Into a Material Definitive Agreement
Indenture and Convertible Notes
On May 14, 2026 (the “Closing Date”), IREN Limited (the “Company”) issued $3.0
billion principal amount of its 1.00% Convertible Senior Notes due 2033 (the “Convertible Notes”). The Convertible Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of the Closing Date, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the
representatives of the initial purchasers of the Convertible Notes, the Company granted the initial purchasers an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Convertible Notes are first
issued, up to an additional $400 million aggregate principal amount of the Convertible Notes. The Convertible Notes issued on May 14, 2026 include $400 million principal amount of Convertible Notes issued pursuant to the full exercise by the initial
purchasers of such option.
The net proceeds from the offering are approximately $2.96 billion after deducting the initial purchasers’ discounts and commissions and the Company’s estimated offering
expenses. The Company used $201.3 million of the net proceeds to fund the cost of entering into the capped call transactions described herein. The Company intends to use the remainder of the net proceeds for general corporate purposes and working
capital.
The Convertible Notes will be the Company’s senior, unsecured obligations and will be (i) equal in right of payment with any of the Company’s existing and future senior,
unsecured indebtedness and other liabilities (including trade payables); (ii) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated to the Convertible Notes; (iii) effectively subordinated to any of the
Company’s future secured indebtedness to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to any existing and future indebtedness and other liabilities (including trade payables) of the
Company’s subsidiaries, and any preferred equity of the Company’s subsidiaries to the extent the Company is not a holder thereof.
The Convertible Notes accrue interest at a rate of 1.00% per annum, payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2026. The
Convertible Notes will mature on December 1, 2033, unless earlier repurchased, redeemed or converted. Before the close of business on the business day immediately before September 1, 2033, noteholders will have the right to convert their Convertible
Notes only upon the occurrence of certain events. On or after September 1, 2033 until the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their Convertible Notes at any time at their
election. The Company will generally have the right to elect to settle conversions by paying or delivering, as applicable, cash, the Company’s ordinary shares, no par value (the “ordinary shares”) or a combination of cash and ordinary shares. The
initial conversion rate is 13.6848 ordinary shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $73.07 per ordinary share. The conversion rate and conversion price will be subject to
customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be
increased for a specified period of time.
The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time,
on or after June 6, 2030 and on or before the 30th scheduled trading day immediately before the maturity date, but only if (i) the Convertible Notes are “Freely Tradable” (as defined in the Indenture) as of the date the Company sends the related
redemption notice and all accrued and unpaid additional interest, if any, has been paid in full as of the most recent interest payment date occurring on or before the date the Company sends the related redemption notice; and (ii) the last reported
sale price per ordinary share exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the
Company sends such redemption notice; and (2) the trading day immediately before the date the Company sends such redemption notice. However, the Company may not redeem less than all of the outstanding Convertible Notes unless at least $100.0 million
aggregate principal amount of Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. In addition, the Company will have the right to redeem all, but not less than all, of the
Convertible Notes if certain changes in tax law as set forth in the Indenture occur and certain other conditions set forth in the Indenture are satisfied. In each case, the redemption price will be a cash amount equal to the principal amount of the
Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the
conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted with a conversion date that is on or after the date the Company sends the related redemption notice and on or before the second
business day immediately before the related redemption date.
If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers,
noteholders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change
repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the ordinary shares.
The Convertible Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i)
certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest that has accrued on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices
under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in
one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or
the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed
money of at least $125,000,000 (subject to the limitations set forth in the Indenture); and (vi) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.
If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the
Company) occurs, then the principal amount of, and all accrued and unpaid interest, if any, on, all of the Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other
Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Convertible Notes then outstanding, by notice to the Company and the Trustee, may declare the
principal amount of, and all accrued and unpaid interest, if any, on, all of the Convertible Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole
remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Convertible Notes for up to
360 days at a specified rate per annum not exceeding 0.50% on the principal amount of the Convertible Notes.
The above description of the Indenture and the Convertible Notes is a summary and is not complete. A copy of the Indenture and the form of the certificates representing the
Convertible Notes are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Convertible Notes set forth in such exhibits.
Capped Call Transactions
On May 11, 2026, in connection with the pricing of the offering of the Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Base
Capped Call Transactions”) with Banco Santander, S.A., Bank of Montreal, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Mizuho Markets Americas LLC, The Bank of Nova Scotia and UBS AG, London Branch (the “Option Counterparties”). In
addition, on May 13, 2026, in connection with the initial purchasers’ exercise of their option to purchase additional Convertible Notes, the Company entered into additional capped call transactions (the “Additional Capped Call Transactions” and,
together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the Option Counterparties. The Capped Call Transactions cover, subject to anti-dilution adjustments, the aggregate number of the ordinary shares that
initially underlie the Convertible Notes, and are expected generally to reduce the potential dilution to the ordinary shares upon any conversion of the Convertible Notes and/or offset any potential cash payments the Company is required to make in
excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially
$110.30 per share, which represents a premium of 100% over the last reported sale price of the ordinary shares of $55.15 per share on May 11, 2026, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call
Transactions will be solely cash settled unless certain conditions are satisfied. The cost of the Capped Call Transactions was $201.3 million.
The Capped Call Transactions are separate transactions, each between the Company and the applicable Option Counterparty, and are not part of the terms of the Convertible
Notes and will not affect any holder’s rights under the Convertible Notes or the Indenture. Holders of the Convertible Notes will not have any rights with respect to the Capped Call Transactions.
The above description of the Capped Call Transactions is a summary and is not complete. A copy of the form of confirmation for the Capped Call Transactions is filed as
Exhibit 10.1 to this Current Report on Form 8-K, and the above summary is qualified in its entirety by reference to the terms of the form of confirmation set forth in such exhibit.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Convertible Notes were issued to the initial purchasers in reliance upon
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Convertible Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe
are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any ordinary shares that may be issued upon conversion of the Convertible Notes will be issued in reliance upon Section 3(a)(9) of the
Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 54,396,900 ordinary shares may be issued upon conversion of the Convertible Notes, based on the initial maximum conversion rate of
18.1323 ordinary shares per $1,000 principal amount of Convertible Notes, which is subject to customary anti-dilution adjustment provisions.
Item 8.01 Other Events
Capped Call Unwind Transaction
In connection with the issuance of the Company’s 3.50% Convertible Senior Notes due 2029 (the “2029 Notes”), the Company entered into capped call transactions (the “2029
Capped Call Transactions”) with certain financial institutions (the “2029 Option Counterparties”). In November 2025, the Company entered into a transaction pursuant to which a portion of the 2029 Notes were equitized (the “Equitized 2029 Notes”). In
connection with the pricing of the offering of the Convertible Notes, the Company entered into an agreement with one of the 2029 Option Counterparties to terminate a portion of the 2029 Capped Call Transactions corresponding to a portion of the
Equitized 2029 Notes.
Press Release
On the Closing Date, the Company issued a press release announcing that it has completed the sale of the Convertible Notes, pursuant to the purchase agreement between the
Company and the initial purchasers of the Convertible Notes. A copy of the Company’s press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K 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, or the Exchange Act, that involve substantial risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of
our business plan and strategies and trends we expect to affect our business. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,”
“would,” “may,” “will,” “forecast,” and other similar expressions. These forward-looking statements are contained throughout this Current Report on Form 8-K. We base these forward-looking statements or projections on our current expectations, plans
and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and
at such time. As you read and consider this Current Report on Form 8-K, you should understand that these statements are not guarantees of future performance or results. The forward-looking statements and projections are subject to and involve risks,
uncertainties and assumptions and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they
are made, you should be aware that many factors could affect our actual financial results or results of operations, and could cause actual results to differ materially from those expressed in the forward-looking statements and projections.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
|
No.
|
Description
|
|
|
4.1=
|
Indenture, dated as of May 14, 2026, between IREN Limited and U.S. Bank Trust Company, National Association, as trustee.
|
|
|
4.2
|
Form of certificates representing the 1.00% Convertible Senior Notes due 2033 (included as Exhibit A to Exhibit 4.1).
|
|
|
10.1=
|
Form of Capped Call Transactions Confirmation.
|
|
|
99.1
|
Press release of IREN Limited announcing the closing of its Convertible Notes offering, dated May 14, 2026.
|
|
|
104
|
Cover page of this Current Report on Form 8-K formatted in Inline XBRL.
|
= Portions of this exhibit have been redacted in compliance with Item 601(a)(6) of Regulation S-K because disclosure would constitute a clearly unwarranted
invasion of personal privacy. Redacted information is indicated by [***].
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: May 14, 2026
|
By:
|
/s/ Daniel Roberts
|
||||
|
Daniel Roberts
|
||||||
|
Co-Chief Executive Officer and Director
|
||||||
Exhibit 99.1
IREN Closes $3.0 Billion Convertible Notes Offering
NEW YORK, May 14, 2026 (GLOBE NEWSWIRE) – IREN Limited (NASDAQ: IREN) (“IREN”) today announced the closing of its offering of $3.0
billion aggregate principal amount of 1.00% convertible senior notes due 2033 (the “notes”) in a private 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”).
Key details of the transaction
| • |
$2.6 billion offering, plus fully exercised $400 million greenshoe
|
| • |
Net proceeds of approximately $2.96 billion
|
| • |
1.00% coupon, 32.5% conversion premium
|
| • |
No put option for investors in the notes (other than a customary put right in the case of certain fundamental changes)
|
| • |
Capped call transactions entered into in connection with the notes, which are generally expected to provide a hedge upon conversions up to an initial cap price of $110.30
per share, which represents a 100% premium (as compared to the 32.5% conversion premium under the notes)
|
| • |
J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Jefferies LLC, MUFG Securities Americas Inc., Wells Fargo Securities, LLC and Cantor
Fitzgerald & Co. acted as bookrunners
|
| • |
BBVA Securities Inc., Credit Agricole Securities (USA) Inc., BTIG, LLC, Canaccord Genuity LLC, Macquarie Capital (USA) Inc. and Moelis & Company LLC acted as
co-managers
|
Use of proceeds
The net proceeds from the offering are approximately $2.96 billion, after deducting the initial purchasers’ discounts and commissions and
IREN’s estimated offering expenses.
IREN intends to use the net proceeds as follows:
| • |
$201.3 million to fund the cost of the capped call transactions (described below)
|
| • |
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 with certain of the initial purchasers or their affiliates and certain other financial institutions (the “option counterparties”). The capped call transactions cover, subject to anti-dilution
adjustments, the number of ordinary shares of IREN that initially underlie the notes. The cap price of the capped call transactions is initially $110.30 per share, which represents a premium of 100% over the last reported sale price of IREN’s
ordinary shares of $55.15 per share on May 11, 2026, and is subject to certain adjustments under the terms of the capped call transactions.
The capped call transactions are expected generally to reduce the potential dilution to IREN’s ordinary shares upon any conversion of the notes and/or
offset any potential cash payments IREN is required to make in excess of the principal amount of converted notes, 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 capped call transactions, exceeds the cap price of the 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 the capped call transactions. The capped call transactions will be solely cash settled unless certain conditions are satisfied.
1
Unwind of existing capped call transactions
In connection with the issuance of IREN’s 3.50% Convertible Senior Notes due 2029 (the “2029 notes”), IREN entered into capped call
transactions (the “2029 capped call transactions”) with certain financial institutions (the “2029 option counterparties”). In November 2025, IREN entered into a transaction pursuant to which a portion of the 2029 notes were equitized (the “equitized
2029 notes”). Concurrently with the pricing of the notes, IREN entered into an agreement with one of the 2029 option counterparties to terminate a portion of the 2029 capped call transactions corresponding to a portion of the equitized 2029 notes.
No registration
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.
About IREN
IREN is a vertically integrated AI Cloud provider, delivering large-scale data centers and GPU clusters 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
2
Forward-Looking Statements
This press release includes “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, including statements regarding the offering 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.
3
FAQ
What type of financing did IREN (IREN) complete in this 8-K?
IREN completed a private offering of $3.0 billion 1.00% convertible senior notes due 2033. These notes are senior unsecured debt that can convert into ordinary shares under specified conditions, adding long-term capital while potentially increasing future share count.
How much cash did IREN (IREN) receive from the convertible notes offering?
IREN reports net proceeds of approximately $2.96 billion from the notes. This is after deducting purchasers’ discounts, commissions and estimated expenses, providing substantial new capital for general corporate purposes and working capital after funding the capped call transactions.
What are the key economic terms of IREN’s (IREN) new convertible notes?
The notes carry a 1.00% annual interest rate, payable semi-annually, and mature on December 1, 2033. The initial conversion rate is 13.6848 ordinary shares per $1,000 principal, implying an initial conversion price of about $73.07 per share, subject to customary adjustments.
How were IREN’s (IREN) new convertible notes offered and who could buy them?
The notes were sold in a private offering to persons reasonably believed to be qualified institutional buyers under Rule 144A. They are unregistered under the Securities Act, and any shares issuable upon conversion rely on an exemption from registration.