IREN Ltd (IREN): debt financing — IREN closes $2.3B convertible notes offering, repurchases $544.3M existing notes

IREN Ltd

Issued $1.15B 0.25% notes (2032) and $1.15B 1.00% notes (2033); greenshoe fully exercised.
Repurchased $227.7M of 3.25% 2030 notes and $316.6M of 3.50% 2029 notes for ~$1.632B total.
Funded via registered direct offering of 39,699,102 shares at $41.12/share, raising net ~$2.27B.
Capped call transactions cost $201M, cap price $82.24/share (100% premium over $41.12).
Net proceeds of ~$2.068B for general corporate purposes after repurchases and fees.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.99

IREN Ltd incurred convertible notes of $1.15 billion and $1.15 billion (plus $150 million and $150 million from full exercise of option) with initial purchasers at 0.25% per annum for 2032 Notes; 1.00% per annum for 2033 Notes maturing June 1, 2032 for 2032 Notes; June 1, 2033 for 2033 Notes.

Instrument: convertible notes
Principal: $1.15 billion and $1.15 billion (plus $150 million and $150 million from full exercise of option)
Counterparty: initial purchasers
Rate: 0.25% per annum for 2032 Notes; 1.00% per annum for 2033 Notes
Maturity: June 1, 2032 for 2032 Notes; June 1, 2033 for 2033 Notes
Event: incurrence

Exact text from the filing

On December 8, 2025 (the “Closing Date”), IREN Limited (the “Company”) issued $1.15 billion aggregate principal amount of its 0.25% convertible senior notes due 2032 (the “2032 Notes”) and $1.15 billion aggregate principal amount of its 1.00% convertible senior notes due 2033 (the “2033 Notes” and, together with the 2032 Notes, the “Notes,” and the offering of such Notes, the “Notes Offering”).

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

IREN Ltd issued 27,966,850 ordinary shares maximum upon conversion of 2032 Notes; 27,966,850 ordinary shares maximum upon conversion of 2033 Notes of convertible note to qualified institutional buyers for $1.15 billion for 2032 Notes and $1.15 billion for 2033 Notes.

Security: convertible note
Shares: 27,966,850 ordinary shares maximum upon conversion of 2032 Notes; 27,966,850 ordinary shares maximum upon conversion of 2033 Notes
Purchaser: qualified institutional buyers
Consideration: $1.15 billion for 2032 Notes and $1.15 billion for 2033 Notes

Exact text from the filing

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry Into a Material Definitive Agreement Indentures and Notes On December 8, 2025 (the “Closing Date”) , IREN Limited (the “Company”) issued $1.15 billion aggregate principal amount of its 0.25% convertible senior notes due 2032 (the “2032 Notes”) and $1.15

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

IREN Ltd entered into Purchase Agreement with representatives of the initial purchasers (effective 2025-12-08).

Action: entry
Agreement: underwriting
Counterparty: representatives of the initial purchasers
Effective: 2025-12-08

Exact text from the filing

Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the 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 Notes are first issued, up to an additional $150 million aggregate principal amount of the 2032 Notes and up to an additional $150 million aggregate principal amount of the 2033 Notes.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

IREN Ltd entered into 2033 Indenture with U.S. Bank Trust Company, National Association valued at $1.15 billion (effective 2025-12-08).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $1.15 billion
Effective: 2025-12-08

Exact text from the filing

The 2033 Notes were issued pursuant to, and are governed by, an indenture (the “2033 Indenture” and, together with the 2032 Indenture, the “Indentures”), dated as of the Closing Date, between the Company and the Trustee.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

IREN Ltd entered into 2032 Indenture with U.S. Bank Trust Company, National Association valued at $1.15 billion (effective 2025-12-08).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $1.15 billion
Effective: 2025-12-08

Exact text from the filing

The 2032 Notes were issued pursuant to, and are governed by, an indenture (the “2032 Indenture”), dated as of the Closing Date, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

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10 debt financings filed in the last 30 days. Browse all debt financings →

IREN Ltd filing history →

Source: SEC EDGAR

accession 0001140361-25-044888

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