Key details of the transaction
$1 billion convertible senior notes due 2032 (0.25% coupon, 25% conversion premium)
$1 billion convertible senior notes due 2033 (1.00% coupon, 25% conversion premium)
Capped call transactions entered into in connection with the 2032 notes, which are expected generally to provide a hedge upon conversions up to an initial cap price of $82.24 per share, which represents a 100% premium (as compared to the 25% conversion premium under the 2032 notes)
Capped call transactions entered into in connection with the 2033 notes, which are expected generally to provide a hedge upon conversions up to an initial cap price of $82.24 per share, which represents a 100% premium (as compared to the 25% conversion premium under the 2033 notes)
The issuance and sale of the notes are scheduled to settle on December 8, 2025, subject to customary closing conditions. IREN also granted the initial purchasers of the notes options to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $150 million principal amount of notes for the 2032 notes and up to an additional $150 million principal amount of notes for the 2033 notes
Additional transaction details
The notes will be senior, unsecured obligations of IREN and will accrue interest at a rate of 0.25% (in the case of the 2032 notes) and 1.00% (in the case of the 2033 notes) per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026. The 2032 notes will mature on June 1, 2032, and the 2033 notes will mature on June 1, 2033, in each case unless earlier repurchased, redeemed or converted. Before March 1, 2032 for the 2032 notes and March 1, 2033 for the 2033 notes, noteholders of either series will have the right to convert their notes of such series only upon the occurrence of certain events. From and after March 1, 2032 (in the case of the 2032 notes) and March 1, 2033 (in the case of the 2033 notes), noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the relevant series of notes. IREN will settle conversions by paying or delivering, as the case may be, cash, its ordinary shares or a combination of cash and its ordinary shares, at its election. The initial conversion rate of the 2032 notes is 19.4553 ordinary shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $51.40 per ordinary share. The initial conversion rate of the 2033 notes is 19.4553 ordinary shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $51.40 per ordinary share. The initial conversion price represents a premium of approximately 25% (in the case of the 2032 notes) and approximately 25% (in the case of the 2033 notes) over the last reported sale price of $41.12 per share of IREN's ordinary shares on December 2, 2025. The conversion rate and conversion price for each series of notes will be subject to adjustment upon the occurrence of certain events.
Each series of notes will be redeemable, in whole or in part (subject to certain limitations), for cash at IREN's option, on or after December 6, 2028 (in the case of the 2032 notes) and on or after December 6, 2029 (in the case of the 2033 notes) and, in each case, on or before the 30th scheduled trading day immediately before the maturity date of such series of notes, but only if the last reported sale price per share of IREN's ordinary shares exceeds 130% of the conversion price of such series of notes for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
If a "fundamental change" (as defined in each indenture for the notes) occurs, then, subject to a limited exception, noteholders may require IREN to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
Equity offering to fund the repurchase of Existing Convertible Notes
IREN also announced today the pricing of its previously announced registered direct placement of 39,699,102 of its ordinary shares, at an offering price of $41.12 per ...
