Iren Limited (NASDAQ: IREN) has announced the pricing of its offering of $875 million aggregate principal amount of 0.00% convertible senior notes due 2031 in a private offering to qualified institutional buyers. The net proceeds from the offering are estimated to be approximately $856.5 million. Iren intends to use approximately $49.6 million of the net proceeds to fund the cost of entering into capped call transactions and the remainder for general corporate purposes and working capital.
The initial conversion rate is 11.6784 ordinary shares per $1,000 principal amount of notes, representing an initial conversion price of approximately $85.63 per ordinary share. This initial conversion price represents a premium of approximately 42.5% over the last reported sale price of $60.09 per share of Iren’s ordinary shares on October 8, 2025.
The capped call transactions entered into in connection with the notes are expected to provide a hedge upon conversions up to an initial cap price of $120.18 per share, representing a 100% premium over the last reported sale price of Iren’s ordinary shares. The capped call transactions are expected to reduce potential dilution to Iren’s ordinary shares upon any conversion of the notes and/or offset any potential cash payments Iren is required to make in excess of the principal amount of converted notes, subject to certain adjustments.
The notes will mature on July 1, 2031, and before April 1, 2031, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after April 1, 2031, 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. Iren will settle conversions by paying or delivering cash, its ordinary shares, or a combination of cash and its ordinary shares, at its election.
The offer and sale of the notes and any of Iren’s ordinary shares issuable upon conversion of the notes have not been registered under the Securities Act or any other securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any of Iren’s ordinary shares issuable upon conversion of the notes. Following these announcements, the company's shares moved -2.58%, and are now trading at a price of $60.09. For more information, read the company's full 8-K submission here.
