IREN closes $1 billion convertible notes offering

IREN Limited (NASDAQ: IREN) completed its $1 billion convertible senior notes offering, the company announced. The notes carry a 0% coupon rate and are due in 2031.

The offering was oversubscribed at $875 million, with initial purchasers fully exercising a $125 million greenshoe option. Net proceeds totaled approximately $979 million after deducting fees and expenses.

The notes feature a 42.5% conversion premium and were sold in a private placement to qualified institutional buyers under Rule 144A of the Securities Act. Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC served as active bookrunners.

IREN entered into capped call transactions with financial institutions covering the shares underlying the notes. The transactions have an initial cap price of $120.18 per share, representing a 100% premium over IREN's $60.09 share price on October 8, 2025. The company allocated $56.7 million of proceeds to fund these capped call transactions, with remaining funds designated for general corporate purposes and working capital.

The capped call transactions are designed to reduce potential dilution from note conversions and offset cash payments exceeding the principal amount of converted notes, subject to the cap price limitation.

The notes were issued under an indenture dated October 14, 2025, with U.S. Bank Trust Company, National Association, serving as trustee. The offering was not registered under the Securities Act.

IREN operates data centers for Bitcoin mining, AI cloud services, and AI data centers, with 2,910MW of grid-connected power capacity across more than 2,000 acres in the United States and Canada.

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