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  4. [D] IREN Ltd SEC Filing

IREN (NASDAQ: IREN) pays for Mirantis with new shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

IREN Ltd, an Australian public company, is conducting an exempt equity offering in the United States under Regulation D Rule 506(b). This is a new notice, with the first sale on 2026-08-03. The company reports issuer size of over $100,000,000 in revenue. Total equity securities issued in the transaction amount to $464,866,211 USD, with $0 USD remaining to be sold.

The shares are issued as upfront consideration in connection with IREN Limited's indirect acquisition of Mirantis, Inc., in exchange for the recipients’ Mirantis shares. No finders’ fees are reported, with finders' fees of $0 USD. The offering is signed on behalf of IREN Limited by Director William Roberts.

Positive

  • None.

Negative

  • None.

Filing Explained

The equity shares issued as upfront consideration for Mirantis shares increase IREN’s total share count and, absent offsetting changes, reduce existing holders’ percentage ownership; the Form D reports the issuance as completed, with no remaining amount to be sold.

Total Amount Sold $464,866,211 USD Equity securities issued in exempt offering related to Mirantis, Inc. acquisition
Total Remaining to be Sold $0 USD No additional securities remaining in this offering
Issuer Size Over $100,000,000 Revenue range category selected by the issuer
Finders' Fees $0 USD Sales commissions and finders’ fees for the offering
Date of First Sale 2026-08-03 Initial sale date for securities in this exempt offering
Regulation D regulatory
"if the issuer is claiming a Regulation D exemption for the offering"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities""
NSMIA regulatory
"Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA")"
The National Securities Markets Improvement Act (NSMIA) is a U.S. federal law that shifted some oversight of securities offerings and investment advisers from state regulators to federal regulators. For investors, that means certain stocks, mutual funds and advisers follow one national set of disclosure and registration rules instead of differing state rules, which can make oversight more consistent—like having one traffic code instead of different rules in every town.

FAQ

What is IREN (IREN) disclosing in this Form D filing?
IREN Ltd is reporting an exempt equity offering under Regulation D Rule 506(b) totaling $464,866,211 USD, issued as upfront share consideration related to its indirect acquisition of Mirantis, Inc..

How large is the IREN (IREN) exempt offering connected to Mirantis, Inc.?
The offering reports a Total Amount Sold of $464,866,211 USD with $0 USD remaining. These shares are issued as upfront consideration in exchange for Mirantis, Inc. shares previously held by the recipients.

What exemption does IREN (IREN) rely on for this securities offering?
IREN Ltd relies on Regulation D Rule 506(b) for its exempt offering. This rule allows private placements to qualified investors without full registration, subject to limitations on general solicitation and investor qualification requirements.

Is IREN (IREN) paying any finders’ fees in this Form D transaction?
No. The filing shows finders’ fees of $0 USD. This indicates no separate sales commissions or finder compensation is reported in connection with the exempt offering tied to the Mirantis, Inc. acquisition.

When did IREN (IREN) first sell securities in this exempt offering?
The filing lists a Date of First Sale of 2026-08-03. This date marks when securities under the reported Regulation D Rule 506(b) equity offering were first sold in connection with the Mirantis, Inc. transaction.

What does the issuer size disclosure indicate about IREN (IREN)?
IREN Ltd reports issuer size as having over $100,000,000 in revenue. This revenue-range disclosure places the company in the highest category specified for issuer size in the Form D filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001878848
Iris Energy Ltd
Iris Energy Pty Ltd
Iris Energy Limited
IRIS ENERGY PTY LTD
Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
X Other (Specify)

Public company (Ltd)
Name of Issuer
IREN Ltd
Jurisdiction of Incorporation/Organization
AUSTRALIA
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
IREN Ltd
Street Address 1 Street Address 2
Level 5, 55 Market Street
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Sydney AUSTRALIA 2000 +61 2 7906 8301

3. Related Persons

Last Name First Name Middle Name
Bartholomew David
Street Address 1 Street Address 2
Level 5, 55 Market Street
City State/Province/Country ZIP/PostalCode
Sydney AUSTRALIA 2000
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Alfred Michael
Street Address 1 Street Address 2
Level 5, 55 Market Street
City State/Province/Country ZIP/PostalCode
Sydney AUSTRALIA 2000
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Guzowski Christopher
Street Address 1 Street Address 2
Level 5, 55 Market Street
City State/Province/Country ZIP/PostalCode
Sydney AUSTRALIA 2000
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Parasuraman Sunita
Street Address 1 Street Address 2
Level 5, 55 Market Street
City State/Province/Country ZIP/PostalCode
Sydney AUSTRALIA 2000
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Roberts Daniel
Street Address 1 Street Address 2
Level 5, 55 Market Street
City State/Province/Country ZIP/PostalCode
Sydney AUSTRALIA 2000
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Roberts William
Street Address 1 Street Address 2
Level 5, 55 Market Street
City State/Province/Country ZIP/PostalCode
Sydney AUSTRALIA 2000
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Lewis Anthony
Street Address 1 Street Address 2
Level 5, 55 Market Street
City State/Province/Country ZIP/PostalCode
Sydney AUSTRALIA 2000
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
X Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
X Over $100,000,000 Over $100,000,000
Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-08-03 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
X Yes No

Clarification of Response (if Necessary):

The shares issued in this offering are in connection with IREN Limited's indirect acquisition of Mirantis, Inc.

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $464,866,211 USD
or Indefinite
Total Amount Sold $464,866,211 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

Shares issued as upfront consideration in exchange for recipient's shares of Mirantis, Inc. held prior to the offering.

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
183

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
IREN Limited William Roberts /s/ William Roberts Director 2026-08-14

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR