IREN Ltd 8-K Filings

IREN Limited reported that Horizon 1, the first of four planned AI cloud deployments at its Childress, Texas campus, has been delivered to and accepted by Microsoft. Horizon 1 is a 50MW (IT load) direct-to-chip liquid cooled AI Cloud deployment under a previously announced $9.7bn, five-year cloud services contract disclosed in November 2025.

The company also obtained NVIDIA Exemplar Cloud status for its NVIDIA GB300 NVL72 deployment at Horizon 1, following NVIDIA testing. IREN continues to target expansion to 480MW (gross) AI Cloud capacity in 2026 and 1.2GW (gross) in 2027, leveraging its vertically integrated model across data center design, engineering and construction.

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.

IREN Limited announced new multi-year AI cloud services contracts with leading AI developers totaling $2.8bn in contract value. Based on these agreements, the company raised its year-end 2026 Cloud annualized run-rate revenue (ARR) target from $3.7bn to more than $4bn, with about 85% of that target now under contract.

The customer base now includes Microsoft, NVIDIA and a range of specialized AI firms across bare metal and managed cloud services. Recent contracts feature customer prepayments covering roughly 45% of associated GPU capital expenditure, lowering IREN’s net funding needs for those deployments. Across the portfolio, customer contracts have a weighted average term of about 4 years, and demand from hyperscalers, enterprises and AI developers exceeds current and planned capacity.

Management highlighted rapid expansion of the vertically integrated AI Cloud platform, growing self-built capacity from around 3MW to 480MW being delivered in 2026, with 1.2GW targeted for 2027. As of June 30, 2026, IREN held approximately $7.6bn in cash and cash equivalents to support its data center and GPU deployment program.

IREN Limited approved significant new equity awards for its two Co-Chief Executive Officers, William Roberts and Daniel Roberts. Each Co-CEO is scheduled to receive 9,099,328 restricted stock units, granted under the IREN Limited 2025 Omnibus Incentive Plan.

The RSUs will vest in equal annual installments over four years starting on or about July 1, 2026, subject to continued employment. After each vesting date, the shares are subject to an additional two-year post-vesting holding period, extending to the 2033 fiscal year for the final tranche.

The Board, following a review by its independent compensation consultant, chose this structure to support retention and long-term alignment with shareholders. Neither Co-CEO will receive another equity incentive grant until the Company’s 2031 fiscal year.

IREN Limited, through its wholly owned subsidiary IE US Hardware 3 LLC, has arranged approximately $3.6 billion in new financing to help fund GPU infrastructure for its dedicated GPU services contract with Microsoft in Childress, Texas.

The package includes a $1.5 billion delayed draw term loan bearing interest at term SOFR plus 2.25%, and $2.1 billion of 5.96% senior notes due on December 31, 2031, both available to be drawn in tranches until May 29, 2027.

Hardware 3’s obligations are secured by all its assets, including the GPUs and cash flows from the Microsoft contract, and are subject to covenants such as maintaining a minimum debt service coverage ratio of 1.05:1.00, with additional prepayment triggers tied to coverage and loan-to-cost ratios.

IREN Limited has entered into a material purchase agreement with Dell under which Dell will supply GPUs and related systems for an aggregate price of about $1.6 billion, payable in installments within 30 days of each shipment. The GPUs will be deployed at IREN’s Childress, Texas campus to support its previously announced $3.4 billion managed services AI cloud contract.

According to an accompanying press release, the Blackwell systems are targeted for commissioning in early 2027. Upon commissioning, the AI cloud contract is expected to increase IREN’s annualized run-rate revenue from $3.7 billion to $4.4 billion, reflecting progress in bringing GPU capacity online and converting it into revenue. IREN is pursuing GPU financing consistent with its prior hardware deployments and has unconditionally guaranteed its subsidiary’s obligations under the Dell agreement.

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.

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.

IREN Limited plans a private offering of $2 billion aggregate principal amount of senior convertible notes due 2033, with an option for initial purchasers to buy an additional $300 million of notes. The notes will be sold to investors reasonably believed to be qualified institutional buyers and will not be registered under U.S. securities laws.

The notes will be senior, unsecured obligations, accrue semi-annual interest, and mature on December 1, 2033, unless earlier repurchased, redeemed or converted. IREN may redeem them for cash on or after June 6, 2030 if its share price exceeds 130% of the conversion price for a specified period, subject to conditions. Holders can require repurchase at par plus interest following certain “fundamental change” events.

IREN intends to use part of the net proceeds to fund capped call transactions designed to offset dilution or excess cash payments upon conversion, and the remainder for general corporate purposes and working capital. It also expects to partially unwind existing capped call transactions related to its 3.50% notes due 2029 and 3.25% notes due 2030, which may affect trading in its shares and the new notes.

IREN Limited used its Q3 FY26 call to highlight a rapid shift from Bitcoin mining to large-scale AI cloud infrastructure, anchored by a new $3.4 billion five-year AI Cloud contract with NVIDIA and a related $2.1 billion NVIDIA investment tied to deploying up to 600,000 GPUs across a 5‑gigawatt platform.

Annual recurring revenue under contract reached $3.1 billion, with a target of $3.7 billion by the end of calendar 2026, supported by 480 megawatts of planned AI cloud capacity in 2026 and 1,210 megawatts in 2027. IREN reported March‑quarter revenue of $144.8 million, including $111.2 million from Bitcoin mining and $33.6 million from AI cloud services, and ended April with $2.6 billion in cash.

The quarter showed the financial impact of the transition: a $247.8 million net loss, driven by $140.4 million of non‑cash impairments from decommissioning mining hardware and $23.7 million of unrealized losses on cap calls. Management emphasized capital‑efficient retrofits of existing sites, major build‑outs at Childress and Sweetwater, entry into Europe via the Nostrum acquisition, and enhanced software and operations capability through the Mirantis acquisition.

IREN Limited reported Q3 FY26 results and a major shift from Bitcoin mining toward AI cloud services. Total revenue was $144.8m, down from $184.7m in Q2 FY26, with Bitcoin mining revenue of $111.2m and AI Cloud Services revenue of $33.6m.

The company signed a 5-year $3.4bn AI cloud contract with NVIDIA, deploying Blackwell GPUs into 60MW of existing Childress data centers, and entered a 5GW strategic partnership with NVIDIA. IREN posted a net loss of $247.8m, driven by $140.4m of non-cash impairments and unrealized losses on financial instruments.

Adjusted EBITDA was $59.5m with a 41% margin, while IREN continued heavy investment, with Q3 capital spending exceeding $1.4bn. Cash and cash equivalents were $2.2bn as of March 31, 2026, supporting expansion toward 480MW in 2026 and 1,210MW in 2027.

IREN Limited updated its at-the-market share sale program by filing a new prospectus supplement that allows offers and sales of up to $6,000,000,000 of ordinary shares under its existing Sales Agreement. This replaces a prior supplement that covered up to $1,000,000,000.

The company has already sold 66,707,732 ordinary shares for an aggregate offering price of $1.0 billion under the previous supplement, with no remaining capacity there. Several additional banks, including Citizens JMP Securities, Goldman Sachs & Co. and Jefferies, have joined as sales agents, expanding the syndicate supporting potential future at-the-market issuances.

IREN Limited has entered into large-scale GPU purchase agreements with Dell entities in Canada and the U.S. A Canadian subsidiary agreed to buy GPUs and related products from Dell Canada for an aggregate purchase price of approximately $2.3 billion, while a U.S. subsidiary agreed similar purchases from Dell USA for approximately $1.2 billion. Deliveries are scheduled in phases during the second half of 2026, with payments due within 30 days of each shipment, and IREN is unconditionally guaranteeing its subsidiaries’ obligations.

In a related announcement, IREN said these orders cover over 50,000 NVIDIA B300 GPUs, expanding its fleet to 150,000 GPUs. The company expects this fleet to support AI Cloud annualized run-rate revenue of over $3.7 billion by the end of 2026 and plans approximately $3.5 billion of additional capex for these orders in H2 2026. IREN reports securing $9.3 billion of funding in the past eight months and has also established an at-the-market equity program as part of its capital management framework.

IREN Limited filed a current report to furnish its latest earnings release. The company reported financial results for the three months ended December 31, 2025, and attached the related press release as Exhibit 99.1.

The press release is incorporated by reference, but the company specifies that this information is being furnished, not filed, so it is not subject to liability under Section 18 of the Exchange Act and will only be incorporated into other securities filings if specifically referenced.

IREN Limited reported the results of its 2025 Annual General Meeting held on November 19, 2025. Shareholders approved multiple amendments to the company’s constitution, including aligning quorum rules with Nasdaq requirements, providing for director elections at each annual general meeting, adding a forum selection clause, and updating advance notice provisions for universal proxies, along with other miscellaneous updates. Shareholders also approved the 2025 Omnibus Incentive Plan and authorized share repurchases in connection with prepaid forward and capped call transactions. In advisory votes, shareholders supported the company’s executive compensation and indicated a preference for annual say‑on‑pay votes, which the board has adopted until the next frequency vote expected at the 2031 annual meeting.

IREN Limited furnished a press release announcing its financial results for the three months ended September 30, 2025. The company submitted the update on November 6, 2025 under Item 2.02 of Form 8-K, with the press release attached as Exhibit 99.1 and incorporated by reference.

The company states this information is being furnished, not filed, under the Exchange Act, which means it is not subject to Section 18 liabilities and will only be incorporated into other filings if specifically referenced.

IREN Limited announced two linked commercial agreements to build and operate dedicated AI infrastructure in Texas. A wholly owned subsidiary will provide Microsoft access to GPU capacity at four “Horizon” data centers in Childress over a five-year average term. The Microsoft agreement has a total contract value of $9.7 billion through 2031, with 20% of each tranche paid before delivery and later credited after the 24th month of service.

The GPU Services will use NVIDIA GB300 GPUs across Horizon 1–4, representing about 200MW of IT load. IREN expects cash flow from the Microsoft agreement to help finance part of roughly $5.8 billion of related GPU capital expenditure. To secure hardware, IREN’s subsidiary also entered a Dell purchase agreement for GPUs and ancillary products and services, delivering in tranches from March 2026 for an aggregate purchase price of $5.8 billion, payable within 30 days of shipment; the parent company unconditionally guaranteed these obligations. The Microsoft agreement includes customary service levels, cure periods, and a delivery acceptance process.

IREN Limited issued $1.0 billion principal amount of 0.00% Convertible Senior Notes due 2031 in a Rule 144A offering, including the full $125 million option. Net proceeds were $979.0 million.

The company used $56.7 million for capped call transactions and plans to use the remainder for general corporate purposes and working capital. The initial conversion rate is 11.6784 ordinary shares per $1,000 (conversion price ~$85.63 per share). Initially, a maximum of 16,641,700 ordinary shares may be issued upon conversion.

The notes mature on July 1, 2031. They are redeemable at the company’s option starting January 8, 2029 if the share price exceeds 130% of the conversion price for specified trading days and other conditions are met. The capped calls have an initial cap price of $120.18 per share.

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.

IREN Limited reported that it has issued 66,707,732 ordinary shares under its at-the-market offering, generating approximately $1.0B of proceeds. The company also reported a cash balance of approximately $1.0B as of September 30, 2025. The filing includes a press release as an exhibit and notes that certain Convertible Notes discussed will not be registered under the Securities Act and cannot be offered or sold in the United States unless an exemption applies. No earnings, detailed transactions, or financial statements beyond the cash balance and share issuance totals were included.

IREN Limited announced a leadership change in its finance team. On September 8, 2025, Anthony Lewis, previously the company’s Chief Capital Officer, was appointed as Chief Financial Officer. He brings prior experience from Macquarie Group, where he held senior treasury and capital roles.

Former CFO Belinda Nucifora ceased employment with the company effective the same date and will receive payments and benefits under her existing contractual terms, which the company has previously disclosed. The company also issued a press release on September 8, 2025, to announce Mr. Lewis’s appointment and Ms. Nucifora’s departure.

IREN Limited filed a current report to note that it has released its financial results for the fourth quarter and full fiscal year ended June 30, 2025.

The company announced these results in a press release dated August 28, 2025, which is furnished as Exhibit 99.1. This press release is provided for information but is not treated as formally filed for liability purposes or automatically incorporated into other securities filings.