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IREN completes $3 billion convertible notes offering

May 14, 2026 4:02 PM

IREN Limited (NASDAQ: IREN) announced the completion of its $3.0 billion convertible senior notes offering on May 14, 2026. The notes carry a 1.00% coupon rate and mature in 2033.

The offering consisted of $2.6 billion in notes plus a fully exercised $400 million greenshoe option. After deducting underwriter fees and estimated expenses, IREN received net proceeds of approximately $2.96 billion.

The notes feature a 32.5% conversion premium and were sold exclusively to qualified institutional buyers under Rule 144A. The company entered into capped call transactions with a cap price of $110.30 per share, representing a 100% premium over the May 11, 2026 closing price of $55.15.

IREN plans to allocate $201.3 million of the proceeds to fund the capped call transactions, with the remainder designated for general corporate purposes and working capital. The capped call arrangements are designed to reduce potential dilution from note conversions up to the specified cap price.

J.P. Morgan Securities, Goldman Sachs, and Citigroup Global Markets served as lead bookrunners for the transaction. Additional bookrunners included Jefferies, MUFG Securities Americas, Wells Fargo Securities, and Cantor Fitzgerald.

In connection with the offering, IREN terminated a portion of existing capped call transactions related to its 3.50% convertible senior notes due 2029. The company had previously equitized a portion of those notes in November 2025.

The notes and any shares issuable upon conversion were not registered under the Securities Act and cannot be offered or sold without an applicable exemption from registration requirements.

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