Key details of the transaction
Oversubscribed $875 million offering, plus fully exercised $125 million greenshoe
Net proceeds of approximately $979.0 million
0.00% coupon, 42.5% conversion premium
No put option for investors in the notes (other than a customary put right in the case of certain fundamental changes)
Capped call transactions entered into in connection with the notes, which are generally expected to provide a hedge upon conversions up to an initial cap price of $120.18 per share, which represents a 100% premium (as compared to the 42.5% conversion premium under the notes)
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC acted as active bookrunners
Oversubscribed
As a result of strong investor demand, the offering was oversubscribed, and the initial purchasers fully exercised their option to purchase an additional $125 million aggregate principal amount of the notes. The notes were issued pursuant to, and are governed by, an indenture, dated as of October 14, 2025, between IREN and U.S. Bank Trust Company, National Association, as trustee.
Use of proceeds
The net proceeds from the offering are approximately $979.0 million, after deducting the initial purchasers' discounts and commissions and IREN's estimated offering expenses.
IREN intends to use the net proceeds as follows:
$56.7 million to fund the cost of the capped call transactions (described below)
General corporate purposes and working capital
Capped call transactions
In connection with the pricing of the notes and the exercise by the initial purchasers of their option to purchase additional notes, IREN entered into privately negotiated capped call transactions with one of the initial purchasers or its affiliate and certain other financial institutions (the "option counterparties"). The capped call transactions cover, subject to anti-dilution adjustments, the number of ordinary shares of IREN that initially underlie the notes. The cap ...
