IREN Ltd. Files 8-K: Material Agreements & Equity Sales

TL;DR

IREN Ltd. dropped an 8-K: new deals, debt, and stock sales. Watch this space.

AI Summary

On October 14, 2025, IREN Ltd. (formerly Iris Energy Ltd.) filed an 8-K report detailing several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and the unregistered sale of equity securities. The company, incorporated in Australia, is involved in finance services, specifically within the crypto assets sector.

Why It Matters

This filing indicates significant financial and contractual activities for IREN Ltd., potentially impacting its financial obligations and shareholder structure.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and new financial obligations, which can introduce financial and regulatory risks.

Key Numbers

• 23 — Public Document Count (Indicates the volume of documents associated with this filing.)

Key Players & Entities

• IREN Ltd (company) — Registrant
• Iris Energy Ltd (company) — Former Company Name
• October 14, 2025 (date) — Date of Report
• 001-41072 (other) — SEC File Number
• 61279068301 (other) — Business Phone Number

FAQ

Key Financial Figures

• $1.0 billion — ) , IREN Limited (the "Company") issued $1.0 billion principal amount of its 0.00% Convertib
• $125 million — s are first issued, up to an additional $125 million aggregate principal amount of the Conve
• $979.0 million — eds from the offering are approximately $979.0 million after deducting the initial purchasers'
• $56.7 million — ted offering expenses. The Company used $56.7 million of the net proceeds to fund the cost of
• $1,000 — ion rate is 11.6784 ordinary shares per $1,000 principal amount of Convertible Notes,
• $85.63 — itial conversion price of approximately $85.63 per ordinary share. The conversion rate
• $100.0 million — nding Convertible Notes unless at least $100.0 million aggregate principal amount of Convertib
• $100,000,000 — btedness for borrowed money of at least $100,000,000 (subject to the limitations set forth i
• $120.18 — e Capped Call Transactions is initially $120.18 per share, which represents a premium o
• $60.09 — ed sale price of the ordinary shares of $60.09 per share on October 8, 2025, and is su

Filing Documents

• ef20056955_8k.htm (8-K) — 48KB
• ef20056955_ex4-1.htm (EX-4.1) — 822KB
• ef20056955_ex10-1.htm (EX-10.1) — 278KB
• ef20056955_ex99-1.htm (EX-99.1) — 32KB
• image00002.jpg (GRAPHIC) — 5KB
• image00003.jpg (GRAPHIC) — 12KB
• image00007.jpg (GRAPHIC) — 2KB
• image00008.jpg (GRAPHIC) — 2KB
• image00009.jpg (GRAPHIC) — 2KB
• image00010.jpg (GRAPHIC) — 2KB
• image00011.jpg (GRAPHIC) — 2KB
• image00012.jpg (GRAPHIC) — 3KB
• 0001140361-25-038083.txt ( ) — 1554KB
• iren-20251014.xsd (EX-101.SCH) — 4KB
• iren-20251014_lab.xml (EX-101.LAB) — 21KB
• iren-20251014_pre.xml (EX-101.PRE) — 16KB
• ef20056955_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry Into a Material Definitive Agreement Indenture and Convertible Notes On October 14, 2025 (the "Closing Date") , IREN Limited (the "Company") issued $1.0 billion principal amount of its 0.00% Convertible Senior Notes due 2031 (the "Convertible Notes"). The Convertible Notes were issued pursuant to, and are governed by, an indenture (the "Indenture"), dated as of the Closing Date , between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Convertible Notes, the Company granted the initial purchasers an option to purchase, within a 13-day period beginning on, and including, the date on which the Convertible Notes are first issued, up to an additional $125 million aggregate principal amount of the Convertible Notes. The Convertible Notes issued on October 14, 2025 include $125 million principal amount of Convertible Notes issued pursuant to the full exercise by the initial purchasers of such option. The net proceeds from the offering are approximately $979.0 million after deducting the initial purchasers' discounts and commissions and the Company's estimated offering expenses. The Company used $56.7 million of the net proceeds to fund the cost of entering into the capped call transactions described herein. The Company intends to use the remainder of the net proceeds for general corporate purposes and working capital. The Convertible Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with any of the Company's existing and future senior, unsecured indebtedness and other liabilities (including trade payables); (ii) senior in right of payment to any of the Company's future indebtedness that is expressly subordinated to the Convertible Notes; (iii) effectively subordinated to any of the Company's future secured indebtedness to the extent of the value of

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

02

Item 3.02 Unregistered Sales of Equity Securities The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Convertible Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in transactions not involving any public offering. The Convertible Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any ordinary shares that may be issued upon conversion of the Convertible Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 16,641,700 ordinary shares may be issued upon conversion of the Convertible Notes, based on the initial maximum conversion rate of 16.6417 ordinary shares per $1,000 principal amount of Convertible Notes, which is subject to customary anti-dilution adjustment provisions.

01

Item 8.01 Other Events On the Closing Date, the Company issued a press release announcing that it has completed the sale of the Convertible Notes, pursuant to the purchase agreement between the Company and the initial purchasers of the Convertible Notes. A copy of the Company's press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that involve substantial risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies and trends we expect to affect our business. These statements often include words such as "anticipate," "expect," "suggests," "plan," "believe," "intend," "estimates," "targets," "projects," "should," "could," "would," "may," "will," "forecast," and other similar expressions. These forward-looking statements are contained throughout this Current Report on Form 8-K. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this Current Report on Form 8-K, you should understand that these statements are not guarantees of future performance or results. The forward-looking statements and projections are subject to and involve risks, uncertainties and assumptions and you should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations, and could cause actual results to differ materially from those expressed in the forward-looking statements and projections.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits No. Description 4.1 = Indenture, dated as of October 14, 2025, between IREN Limited and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of certificates representing the 0.00% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1). 10.1 = Form of Capped Call Transactions Confirmation. 99.1 Press release of IREN Limited announcing the closing of its Convertible Notes offering, dated October 14, 2025. 104 Cover page of this Current Report on Form 8-K formatted in Inline XBRL. = Portions of this exhibit have been redacted in compliance with Item 601(a)(6) of Regulation S-K because disclosure would constitute a clearly unwarranted invasion of personal privacy. Redacted information is indicated by [***].

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IREN Limited Date: October 14, 2025 By: /s/ Daniel Roberts Daniel Roberts Co-Chief Executive Officer and Director

View Full Filing

View this 8-K filing on SEC EDGAR