IREN prices $875 million convertible notes offering

IREN Limited (NASDAQ: IREN) announced the pricing of $875 million in convertible senior notes due 2031 in a private offering to qualified institutional buyers.

The notes carry a 0.00% coupon and feature a conversion premium of 42.5% over the October 8 closing price of $60.09 per share. The initial conversion rate is set at 11.6784 ordinary shares per $1,000 principal amount, representing a conversion price of approximately $85.63 per share.

The company estimates net proceeds of approximately $856.5 million after deducting discounts and expenses. IREN plans to use about $49.6 million to fund capped call transactions and the remainder for general corporate purposes and working capital. Initial purchasers have an option to purchase up to an additional $125 million in notes within 13 days of issuance.

The notes mature July 1, 2031, and are convertible under certain conditions before April 1, 2031, and at any time thereafter until maturity. IREN may redeem the notes starting January 8, 2029, if its share price exceeds 130% of the conversion price for a specified period.

In connection with the offering, IREN entered into capped call transactions with financial institutions. These transactions cover the shares underlying the notes with an initial cap price of $120.18 per share, representing a 100% premium over the October 8 closing price. The transactions are designed to reduce potential dilution from note conversions.

The issuance is scheduled to settle October 14, 2025, subject to customary closing conditions. The notes and any shares issuable upon conversion have not been registered under the Securities Act.

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