IREN · IREN Limited

IREN Limited completed a significant $3.0 billion convertible notes offering, upsized from the initially announced $2.6 billion through full exercise of the $400 million greenshoe option by initial purchasers. The notes carry a low 1.00% coupon payable semi-annually, maturing December 1, 2033, with conversion into ordinary shares at an initial rate of 13.6848 shares per $1,000 principal amount—equivalent to a 32.5% premium over the $55.15 closing price on May 11, 2026. The transaction generated approximately $2.96 billion in net proceeds after deducting underwriter discounts, commissions, and estimated expenses. IREN allocated $201.3 million of these proceeds to fund privately negotiated capped call transactions with initial purchasers and other financial institutions, covering the full notional amount underlying the notes at an initial cap price of $110.30 per share (100% premium to the reference price). These capped calls are designed to mitigate dilution from conversions and offset excess cash payments above principal, though protection diminishes if share prices exceed the cap. The notes qualify as senior unsecured obligations, ranking equally with existing unsecured debt but structurally subordinated to subsidiary obligations and effectively junior to secured debt. Conversion is restricted before September 1, 2033 except upon satisfaction of sale price, trading price, or certain corporate events; thereafter open at holder option. Redemption is permitted after June 6, 2030 if shares trade above 130% of conversion price and notes are freely tradable. Holders have customary fundamental change repurchase rights. The unregistered Rule 144A placement to QIBs underscores efficient capital market access for IREN's general corporate and working capital needs, with maximum potential ordinary share issuance of 54,396,900 shares upon conversion at the initial maximum rate. Concurrently, IREN unwound a portion of prior 2029 notes capped calls tied to equitized 2029 notes.