IREN Prices $875 Million Convertible Notes Offering

NEW YORK, Oct. 09, 2025 (GLOBE NEWSWIRE) -- IREN Limited (NASDAQ: IREN) (“IREN”) today announced the pricing of its offering of $875 million aggregate principal amount of 0.00% convertible senior notes due 2031 (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”).

Key details of the transaction

• $875 million convertible senior notes offering (0.00% coupon, 42.5% conversion premium)
• 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 $120.18 per share, which represents a 100% premium (as compared to the 42.5% conversion premium under the notes)
• The issuance and sale of the notes are scheduled to settle on October 14, 2025, 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 $125 million principal amount of notes
  
  

Use of proceeds

IREN estimates that the net proceeds from the offering will be approximately $856.5 million (or approximately $979.0 million 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 $49.6 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 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.

Additional transaction details

The notes will be senior, unsecured obligations of IREN. The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on July 1, 2031, unless earlier repurchased, redeemed or converted. Before April 1, 2031, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after April 1, 2031, 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 11.6784 ordinary shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $85.63 per ordinary share. The initial conversion price represents a premium of approximately 42.5% over the last reported sale price of $60.09 per share of IREN’s ordinary shares on October 8, 2025. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.