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Form 8-K · Current Report · Filed 2025-10-14

IREN Limited Closes $1.0 Billion Convertible Notes Offering

On October 14, 2025, IREN Limited completed the issuance of $1.0 billion principal amount of 0.00% Convertible Senior Notes due 2031, raising approximately $979.0 million in net proceeds.

Filer
Iren Ltd. IREN · NASDAQ
Filed
Accession
0001140361-25-038083
CIK
0001878848
Signal
Medium impactFinancial Services

Details

The Convertible Notes were issued to qualified institutional buyers in a private offering under Rule 144A. The Company plans to use the net proceeds for general corporate purposes and for entering into capped call transactions, which are expected to offset potential dilution and cash payments upon conversion of the notes. The notes will not bear regular interest, and the principal will not accrete. The initial conversion rate is 11.6784 ordinary shares per $1,000 principal amount of Convertible Notes, with an initial conversion price of approximately $85.63 per share. The Convertible Notes will be senior, unsecured obligations of the Company. The offering was oversubscribed, with initial purchasers exercising their option to purchase an additional $125 million aggregate principal amount of the notes.

Items reported

Item 1.01

Entry into a Material Definitive Agreement

Financial Instrument Agreement
Item 2.03

Creation of a Direct Financial Obligation

New Debt Issued
Item 3.02

Unregistered Sales of Equity Securities

Unregistered Stock Issuance
Item 8.01

Other Events

Convertible Notes Offering

Market reaction

Close before filing

$64.14

Next session

+6.0%

Since filing

-42.6%

Latest close

$36.80

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from IREN reporting the same item, with the next session's move:

About Iren Ltd.

Iren Ltd. is an energy company primarily engaged in the generation, distribution, and sale of electricity, heat, and gas throughout Italy. The company plays a crucial role in providing essential energy services to residential, commercial, and industrial sectors. It is a key player in the Italian energy market with a diverse portfolio that includes renewable energy sources, thus contributing to the country’s energy transition and sustainability goals. Iren Ltd. also actively participates in the development and management of integrated water services and environmental services, offering solutions for waste collection, treatment, and disposal. With its strategic focus on innovation and energy efficiency, the company is dedicated to enhancing its infrastructure and service quality. Iren Ltd.'s initiatives in smart city solutions and district heating projects further underscore its commitment to technological advancement and environmental sustainability. As an integral part of the Italian utility sector, Iren Ltd. works to balance energy demand with ecological responsibility, supporting the modernization of urban areas and contributing to the overall stability and development of the regional energy landscape.

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