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Form 8-K · Current Report · Filed 2025-12-03

IREN Limited Announces Pricing of Convertible Notes Offering and Equity Placement

On December 3, 2025, IREN Limited announced the pricing of its private offering of $2 billion aggregate principal amount of convertible senior notes due 2032 and 2033, and a registered direct offering of ordinary shares to fund the repurchase of existing convertible notes.

Filer
Iren Ltd. IREN · NASDAQ
Filed
Accession
0001140361-25-044095
CIK
0001878848
Signal
High impactFinancial Services

Details

The convertible notes, priced at a 25% conversion premium, come with capped call transactions that provide a hedge up to a 100% premium on the share price. The equity offering is intended to fund the repurchase of approximately $544.3 million aggregate principal amount of existing convertible notes. IREN intends to use the net proceeds for general corporate purposes and working capital.

Items reported

Item 8.01

Other Events

Convertible Notes Offering Regulatory Investigation
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$41.12

Next session

+13.0%

Since filing

-10.5%

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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