December 8, 2025 — Leads & Copy —
IREN Limited (NASDAQ: IREN) has announced the closing of its offering of convertible senior notes and the repurchase of certain existing convertible notes.
IREN closed its offering of $1.15 billion aggregate principal amount of 0.25% convertible senior notes due 2032 and $1.15 billion aggregate principal amount of 1.00% convertible senior notes due 2033 in a private offering to qualified institutional buyers, according to Rule 144A under the Securities Act of 1933.
Concurrently, IREN closed privately negotiated transactions with a limited number of holders of IREN’s outstanding 3.25% convertible senior notes due 2030 and 3.50% convertible senior notes due 2029 to repurchase approximately $227.7 million aggregate principal amount of the Existing 2030 Convertible Notes and approximately $316.6 million aggregate principal amount of the Existing 2029 Convertible Notes for an aggregate repurchase price of approximately $1,632.4 million.
The principal amount of debt outstanding under the Existing Convertible Notes has been reduced by an amount equal to the principal amount of Existing Convertible Notes that were repurchased, and the Existing Convertible Notes that were repurchased by IREN have been extinguished and, accordingly, will no longer be convertible into IREN’s ordinary shares prior to maturity or otherwise.
IREN may repurchase additional Existing Convertible Notes after the completion of the Convertible Notes Offering.
IREN also announced the closing of its registered direct placement of 39,699,102 of its ordinary shares, at an offering price of $41.12 per share to a limited number of purchasers to fund the Repurchase. The aggregate gross proceeds from the Concurrent Equity Offering equal the aggregate cash consideration payable in connection with the Repurchase.
Citigroup, Goldman Sachs & Co. LLC and J.P. Morgan acted as placement agents in connection with the Concurrent Equity Offering.
The net proceeds from the Convertible Notes Offering are approximately $2,270.0 million after the initial purchasers’ full exercise of their options to purchase additional notes, after deducting the initial purchasers’ discounts and commissions and IREN’s estimated offering expenses. The proceeds from the Concurrent Equity Offering are approximately $1,632.4 million.
IREN intends to use the net proceeds from the Convertible Notes Offering, together with the net proceeds from the Concurrent Equity Offering, (i) to fund the $201.0 million cost of entering into the capped call transactions described below; (ii) to repurchase a portion of the Existing Convertible Notes for cash as described above; and (iii) remaining proceeds of $2,068.0 million for general corporate purposes and working capital.
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 relating to each series of notes with certain of the initial purchasers or their affiliates and certain other financial institutions.
The capped call transactions relating to the 2032 notes cover, subject to anti-dilution adjustments, the number of ordinary shares of IREN that initially underlie the 2032 notes. The capped call transactions relating to the 2033 notes cover, subject to anti-dilution adjustments, the number of ordinary shares of IREN that initially underlie the 2033 notes.
Due to the initial purchasers’ full exercise of their option to purchase additional notes of each series, IREN entered into additional capped call transactions relating to the additional notes of each series with the option counterparties.
The cap price of the capped call transactions relating to the 2032 notes is initially $82.24 per share, which represents a premium of 100% over the last reported sale price of IREN’s ordinary shares of $41.12 per share on December 2, 2025, and is subject to certain adjustments under the terms of the capped call transactions relating to the 2032 notes. The cap price of the capped call transactions relating to the 2033 notes is initially $82.24 per share, which represents a premium of 100% over the last reported sale price of IREN’s ordinary shares of $41.12 per share on December 2, 2025, and is subject to certain adjustments under the terms of the capped call transactions relating to the 2033 notes.
The capped call transactions relating to each series of notes are expected generally to reduce the potential dilution to IREN’s ordinary shares upon any conversion of the notes of such series and/or offset any potential cash payments IREN is required to make in excess of the principal amount of converted notes of such series, as the case may be, with such offset and/or reduction subject to a cap price.
The notes were only offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act.
IREN is a leading AI Cloud Service Provider, delivering large-scale GPU clusters for AI training and inference. IREN’s vertically integrated platform is underpinned by its expansive portfolio of grid-connected land and data centers in renewable-rich regions across the U.S. and Canada.
Investors can contact IREN at ir@iren.com, while media inquiries can be directed to media@iren.com.
Source: IREN Limited
