{"url_path":"/sec/iren/8-k/2026-05-12/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1878848/0001140361-26-020669-index.html","accession_number":"0001140361-26-020669","cik":"0001878848","ticker":"IREN","issuer_name":"IREN Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1878848/0001140361-26-020669-index.html","primary_entity_key":"0001878848","primary_entity_name":"IREN Ltd"},"word_count":376,"has_tables":true,"body_markdown":"Item 8.01\n\nOther Events\n\n \n\nOn May 12, 2026, the Company issued a press release announcing the pricing of its offering of $2.6 billion in aggregate principal amount\nof its 1.00% Convertible Senior Notes due 2033 (the “Convertible Notes”). The Convertible Notes will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended\n(the “Securities Act”). The Company also granted to the initial purchasers of the Convertible Notes 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\nadditional $400 million aggregate principal amount of the Convertible Notes. The offering is expected to close on May 14, 2026, subject to satisfaction of customary closing conditions.\n\n \n\nThe Company estimates that the net proceeds of the offering will be approximately $2.57 billion (or approximately $2.96 billion if the\ninitial purchasers exercise in full their option to purchase additional Convertible Notes), after deducting the initial purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company intends to use approximately\n$174.5 million of the net proceeds to fund the cost of entering into the capped call transactions and the remainder of the net proceeds for general corporate purposes and working capital. If the initial purchasers exercise their option to purchase\nadditional Convertible Notes, then the Company intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions.\n\n \n\nA copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.\n\n \n\nThis Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 do not constitute an offer to sell or the\nsolicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Convertible Notes will not be registered\nunder the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities\nlaws."}