IREN (NASDAQ: IREN) upsizes $2.6B 1% convertible note deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
IREN Limited priced a private offering of $2.6 billion of 1.00% convertible senior notes due 2033 to qualified institutional buyers. The issue was upsized from $2 billion, with an option for initial purchasers to buy up to an additional $400 million of notes.
IREN expects net proceeds of about $2.57 billion, or $2.96 billion if the option is fully exercised, and plans to spend approximately $174.5 million on capped call transactions, using the remainder for general corporate purposes and working capital. The notes are convertible at an initial price of about $73.07 per share, a 32.5% premium to the $55.15 share price on May 11, 2026, and are paired with capped calls initially set at $110.30 per share to help limit dilution.
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Insights
IREN raises low-cost capital via a large, long-dated convertible with dilution protection features.
IREN is issuing $2.6 billion of 1.00% convertible senior notes due 2033, upsized from $2 billion, with an extra $400 million option. The very low coupon suggests strong demand and gives the company sizable funding at limited cash interest cost.
The initial conversion price of about $73.07 per share is a 32.5% premium to the prior $55.15 share price, which pushes potential equity dilution into higher price levels. Capped call transactions with a $110.30 cap further reduce dilution risk up to a 100% premium.
Net proceeds of roughly $2.57–$2.96 billion are earmarked mostly for general corporate purposes and working capital after funding about $174.5 million of capped calls. Future disclosures in periodic reports will clarify how quickly this new capital is deployed and how conversion and hedging activity interact with the share price over the notes’ life.
8-K Event Classification
2 items: 8.01, 9.01
2 items
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: $2.6 billion aggregate principal amount
Additional notes option: $400 million aggregate principal amount
Net proceeds range: $2.57–$2.96 billion
+5 more
8 metrics
Convertible notes principal
$2.6 billion aggregate principal amount
Offering of 1.00% convertible senior notes due 2033
Additional notes option
$400 million aggregate principal amount
Initial purchasers’ 13-day option to buy more notes
Net proceeds range
$2.57–$2.96 billion
Estimated after discounts and expenses, depending on option exercise
Capped call cost
$174.5 million
Estimated net proceeds allocated to capped call transactions
Conversion rate
13.6848 ordinary shares per $1,000
Initial conversion terms for the notes
Initial conversion price
Approximately $73.07 per share
32.5% premium to $55.15 last reported share price
Capped call cap price
$110.30 per share
100% premium to $55.15 last reported share price
Coupon and maturity
1.00% per annum, due December 1, 2033
Interest paid semi-annually in arrears
Key Terms
convertible senior notes, qualified institutional buyers, capped call transactions, fundamental change, +2 more
6 terms
convertible senior notes financial
"pricing of its offering of $2.6 billion in aggregate principal amount of its 1.00% Convertible Senior Notes due 2033"
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.
qualified institutional buyers regulatory
"in a private offering to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
capped call transactions financial
"use approximately $174.5 million of the net proceeds to fund the cost of entering into the 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.
fundamental change financial
"If a “fundamental change” (as defined in the indenture for the notes) occurs, then, subject to a limited exception, noteholders may require IREN to repurchase"
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.
anti-dilution adjustments financial
"The capped call transactions cover, subject to anti-dilution adjustments, the number of ordinary shares of IREN that initially underlie the notes."
Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.
forward-looking statements regulatory
"This press release includes “forward-looking statements” within the meaning of the within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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):
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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 8.01 |
Other Events
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On May 12, 2026, the Company issued a press release announcing the pricing of its offering of $2.6 billion in aggregate principal amount
of its 1.00% Convertible Senior Notes due 2033 (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 $400 million aggregate principal amount of the Convertible Notes. The offering is expected to close on May 14, 2026, subject to satisfaction of customary closing conditions.
The Company estimates that the net proceeds of the offering will be approximately $2.57 billion (or approximately $2.96 billion 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
$174.5 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
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(d) Exhibits
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No.
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Description
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99.1
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Press release of IREN Limited announcing the pricing of its Convertible Notes offering, dated May 12, 2026.
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104
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Cover page of this Current Report on Form 8-K formatted in Inline XBRL.
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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.
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IREN Limited
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Date: May 12, 2026
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By:
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/s/ Daniel Roberts
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Daniel Roberts
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Co-Chief Executive Officer and Director
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Exhibit 99.1
IREN Prices Upsized $2.6 Billion Convertible Notes Offering
NEW YORK, May 12, 2026
(GLOBE NEWSWIRE) – IREN Limited (NASDAQ: IREN) (“IREN”) today announced the pricing of its offering of $2.6 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”). The offering size was increased from the previously announced offering size of $2 billion aggregate principal
amount of notes.
Key details of the
transaction
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$2.6 billion convertible senior notes offering (1.00% coupon, 32.5% conversion premium)
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Capped call transactions entered into in connection with the notes, which are expected generally 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)
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The issuance and sale of the notes are scheduled to settle on May 14, 2026, subject to customary closing conditions. IREN also granted the initial purchasers of the notes an option to purchase, for settlement
within a period of 13 days from, and including, the date the notes are first issued, up to an additional $400 million principal amount of notes
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Additional transaction
details
The notes will be senior,
unsecured obligations of IREN and will accrue interest at a rate of 1.00% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The notes will mature on December 1, 2033, unless earlier
repurchased, redeemed or converted. Before September 1, 2033, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after September 1, 2033, noteholders may convert their notes at any time at
their election until the close of business on the second scheduled trading day immediately before the maturity date. IREN will settle conversions by paying or delivering, as the case may be, cash, its ordinary shares or a combination of cash and its
ordinary shares, at its election. The initial conversion rate is 13.6848 ordinary shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $73.07 per ordinary share. The initial conversion price
represents a premium of approximately 32.5% over the last reported sale price of $55.15 per share of IREN’s ordinary shares on May 11, 2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
The notes will be
redeemable, in whole or in part (subject to certain limitations), for cash at IREN’s option, on or after June 6, 2030 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per
share of IREN’s ordinary shares exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and
unpaid interest, if any, to, but excluding, the redemption date.
If a “fundamental change”
(as defined in the 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.
Use of proceeds
IREN estimates that the
net proceeds from the offering will be approximately $2.57 billion (or approximately $2.96 billion if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions
and IREN’s estimated offering expenses.
IREN intends to use
approximately $174.5 million of the net proceeds to fund the cost of entering into the capped call transactions described below and the remainder of the net proceeds from the offering for general corporate purposes and working capital. If the initial
purchasers of the notes exercise their option to purchase additional notes, IREN intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions, as described below.
Capped call transactions
In connection with the
pricing of the 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. If the initial purchasers exercise their option to purchase additional notes, then IREN expects to enter into additional capped call
transactions with the option counterparties.
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. 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 and/or purchase
the ordinary shares of IREN 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 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 notes and (y) following any early conversion of the notes or any repurchase of the notes by IREN on any fundamental change repurchase date,
any redemption date or any other date on which the notes 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, it could affect the number of IREN’s ordinary shares and value of the consideration that noteholders will receive upon conversion of the notes.
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
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 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 (IREN) announce in this convertible notes transaction?
IREN priced a private offering of $2.6 billion of 1.00% convertible senior notes due 2033. The deal was upsized from $2 billion and includes an option for initial purchasers to buy up to an additional $400 million of notes.
What are the key financial terms of IREN’s 1.00% convertible senior notes due 2033?
The notes carry 1.00% annual interest, paid semi-annually, and mature on December 1, 2033. They are convertible at 13.6848 ordinary shares per $1,000 principal, implying an initial conversion price of about $73.07 per share, subject to customary adjustments.
How much cash will IREN (IREN) receive from the convertible notes offering?
IREN estimates net proceeds of about $2.57 billion from the base deal, or approximately $2.96 billion if the initial purchasers fully exercise their $400 million option. These figures reflect deductions for discounts, commissions, and estimated offering expenses.
How will IREN (IREN) use the proceeds from the convertible notes offering?
IREN plans to use approximately $174.5 million of net proceeds to fund capped call transactions linked to the notes. The remaining funds will support general corporate purposes and working capital, with additional capped calls if the option for extra notes is exercised.
What are the capped call transactions IREN entered into with this offering?
IREN entered capped call transactions covering the shares underlying the notes, with an initial cap price of $110.30 per share, a 100% premium to $55.15. These are designed to reduce potential dilution and/or offset cash payments above principal upon note conversion, subject to the cap.