Form 8-K
8-K — IREN Ltd
Accession: 0001140361-26-020669
Filed: 2026-05-12
Period: 2026-05-12
CIK: 0001878848
SIC: 6199 (FINANCE SERVICES)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ef20073131_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ef20073131_ex99-1.htm)
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8-K
8-K (Primary)
Filename: ef20073131_8k.htm · Sequence: 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
May 12, 2026
Date of Report (date of earliest event reported)
IREN LIMITED
(Exact name of registrant as specified in its charter)
Australia
(State or other jurisdiction of incorporation or organization)
001-41072
(Commission File Number)
Not Applicable
(I.R.S. Employer Identification No.)
Level 5, 55 Market Street, Sydney, NSW 2000 Australia
(Address of Principal Executive Offices)
+61 2 7906 8301
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Ordinary Shares, no par value
IREN
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01
Other Events
On May 12, 2026, the Company issued a press release announcing the pricing of its offering of $2.6 billion in aggregate principal amount
of its 1.00% Convertible Senior Notes due 2033 (the “Convertible Notes”). The Convertible Notes will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”). The Company also granted to the initial purchasers of the Convertible Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Convertible Notes are first issued, up to an
additional $400 million aggregate principal amount of the Convertible Notes. The offering is expected to close on May 14, 2026, subject to satisfaction of customary closing conditions.
The Company estimates that the net proceeds of the offering will be approximately $2.57 billion (or approximately $2.96 billion if the
initial purchasers exercise in full their option to purchase additional Convertible Notes), after deducting the initial purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company intends to use approximately
$174.5 million of the net proceeds to fund the cost of entering into the capped call transactions and the remainder of the net proceeds for general corporate purposes and working capital. If the initial purchasers exercise their option to purchase
additional Convertible Notes, then the Company intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions.
A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 do not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Convertible Notes will not be registered
under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities
laws.
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits
No.
Description
99.1
Press release of IREN Limited announcing the pricing of its Convertible Notes offering, dated May 12, 2026.
104
Cover page of this Current Report on Form 8-K formatted in Inline XBRL.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
IREN Limited
Date: May 12, 2026
By:
/s/ Daniel Roberts
Daniel Roberts
Co-Chief Executive Officer and Director
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ef20073131_ex99-1.htm · Sequence: 2
Exhibit 99.1
IREN Prices Upsized $2.6 Billion Convertible Notes Offering
NEW YORK, May 12, 2026
(GLOBE NEWSWIRE) – IREN Limited (NASDAQ: IREN) (“IREN”) today announced the pricing of its offering of $2.6 billion aggregate principal amount of 1.00% convertible senior notes due 2033 (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”). The offering size was increased from the previously announced offering size of $2 billion aggregate principal
amount of notes.
Key details of the
transaction
•
$2.6 billion convertible senior notes offering (1.00% coupon, 32.5% 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 $110.30 per share, which
represents a 100% premium (as compared to the 32.5% conversion premium under the notes)
•
The issuance and sale of the notes are scheduled to settle on May 14, 2026, 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 $400 million principal amount of notes
Additional transaction
details
The notes will be senior,
unsecured obligations of IREN and will accrue interest at a rate of 1.00% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The notes will mature on December 1, 2033, unless earlier
repurchased, redeemed or converted. Before September 1, 2033, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after September 1, 2033, 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 13.6848 ordinary shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $73.07 per ordinary share. The initial conversion price
represents a premium of approximately 32.5% over the last reported sale price of $55.15 per share of IREN’s ordinary shares on May 11, 2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
The notes will be
redeemable, in whole or in part (subject to certain limitations), for cash at IREN’s option, on or after June 6, 2030 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per
share of IREN’s ordinary shares exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and
unpaid interest, if any, to, but excluding, the redemption date.
If a “fundamental change”
(as defined in the indenture for the notes) occurs, then, subject to a limited exception, noteholders may require IREN to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus
accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
Use of proceeds
IREN estimates that the
net proceeds from the offering will be approximately $2.57 billion (or approximately $2.96 billion 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 $174.5 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 of the notes 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.
1
Capped call transactions
In connection with the
pricing of the notes, IREN entered into privately negotiated capped call transactions with certain of the initial purchasers or their affiliates and certain other financial institutions (the “option counterparties”). The capped call transactions
cover, subject to anti-dilution adjustments, the number of ordinary shares of IREN that initially underlie the notes. If the initial purchasers exercise their option to purchase additional notes, then IREN expects to enter into additional capped call
transactions with the option counterparties.
The cap price of the
capped call transactions is initially $110.30 per share, which represents a premium of 100% over the last reported sale price of IREN’s ordinary shares of $55.15 per share on May 11, 2026, and is subject to certain adjustments under the terms of the
capped call transactions.
The capped call
transactions are expected generally to reduce the potential dilution to IREN’s ordinary shares upon any conversion of the notes and/or offset any potential cash payments IREN is required to make in excess of the principal amount of converted notes,
as the case may be, with such offset and/or reduction subject to a cap price. If, however, the market price per ordinary share of IREN, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call
transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions. In addition, the capped
call transactions will be solely cash settled until IREN receives shareholder approval to repurchase its ordinary shares pursuant to the terms of the capped call transactions or is otherwise permitted to repurchase its ordinary shares pursuant to the
terms of the capped call transactions under the laws of its jurisdiction of incorporation. The Company retains flexibility to seek and/or renew such approval from time to time during the terms of the capped call transactions at a general meeting or
future annual general meeting.
IREN has been advised that,
in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to IREN’s ordinary shares and/or purchase
the ordinary shares of IREN concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of IREN’s ordinary shares or the notes at that time. Any such trades by the
option counterparties or their respective affiliates would be on a principal basis and without any agreement, arrangement or understanding between, or with, IREN on how those parties would hedge their own positions.
In addition, the option
counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to IREN’s ordinary shares and/or purchasing or selling IREN’s ordinary shares or other securities of
IREN in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so (x) on each exercise date for the capped call transactions, which are expected to occur on each trading day
during the 30 trading day period beginning on the 31st scheduled trading day prior to the maturity date of the notes and (y) following any early conversion of the notes or any repurchase of the notes by IREN on any fundamental change repurchase date,
any redemption date or any other date on which the notes are repurchased by IREN, in each case if IREN exercises the relevant election to terminate the corresponding portion of the capped call transactions). This activity could also cause or avoid an
increase or a decrease in the market price of IREN’s ordinary shares or the notes, which could affect the ability of noteholders to convert the notes, and, to the extent the activity occurs following a conversion or during any observation period
related to a conversion of the notes, it could affect the number of IREN’s ordinary shares and value of the consideration that noteholders will receive upon conversion of the notes.
2
About IREN
IREN is a vertically integrated AI Cloud provider, delivering large-scale data centers and GPU clusters for AI training and inference. IREN’s platform is underpinned by its expansive portfolio of
grid-connected land and power in renewable-rich regions across North America, Europe and APAC.
Contacts
Investors
ir@iren.com
Media
media@iren.com
3
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements regarding the completion of the offering and the expected amount and intended use of the net proceeds. Forward-looking statements represent IREN’s current expectations, beliefs, and projections
regarding future events and are subject to known and unknown uncertainties, risks, assumptions and contingencies, many of which are outside IREN’s control and that could cause actual results to differ materially from those described in or implied
by the forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offering and risks relating to IREN’s business, including those described in periodic reports
that IREN files from time to time with the SEC. IREN may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds
after funding the cost of entering into the capped call transactions as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and IREN does not undertake any obligation to
update the forward-looking statements included in this press release for subsequent developments, except as may be required by law. For a further discussion of factors that could cause IREN’s future results to differ materially from any
forward-looking statements, see the section entitled “Risk Factors” in IREN’s Annual Report on Form 10-K for the year ended June 30, 2025 and other risks described in documents filed by IREN from time to time with the Securities and Exchange
Commission.
4
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