{"url_path":"/sec/iren/8-k/2026-05-14/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1878848/0001140361-26-021285-index.html","accession_number":"0001140361-26-021285","cik":"0001878848","ticker":"IREN","issuer_name":"IREN Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1878848/0001140361-26-021285-index.html","primary_entity_key":"0001878848","primary_entity_name":"IREN Ltd"},"word_count":168,"has_tables":true,"body_markdown":"Item 3.02 Unregistered Sales of Equity Securities\n\nThe 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\nSection 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\nare “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\nSecurities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of  54,396,900 ordinary shares may be issued upon conversion of the Convertible Notes, based on the initial maximum conversion rate of\n18.1323 ordinary shares per $1,000 principal amount of Convertible Notes, which is subject to customary anti-dilution adjustment provisions."}