IREN Ltd.

IREN Ltd undertook a comprehensive capital restructuring and financing initiative in Q4 2025, marked by a dual-pronged capital raise and strategic debt refinancing. The company successfully issued an aggregate principal amount of $2.6 billion in new convertible senior notes, comprising $1.3 billion of 0.25% notes due 2032 and $1.3 billion of 1.00% notes due 2033, including the full exercise of initial purchasers' options. Concurrently, IREN completed a registered direct offering, selling 39,699,102 ordinary shares at a price of $41.12 per share.

The net proceeds from the notes offering totaled approximately $2.27 billion. A significant portion of these proceeds, combined with the equity offering, was strategically deployed to repurchase existing higher-interest debt. Specifically, IREN repurchased $227.7 million principal amount of its 3.25% convertible senior notes due 2030 for $608.2 million and $316.6 million principal amount of its 3.50% convertible senior notes due 2029 for $1.024 billion, totaling approximately $1.63 billion in cash outlay for $544.3 million in principal debt reduction. This refinancing effectively extends maturities and potentially reduces interest expenses.

To manage potential equity dilution from the new convertible notes, IREN invested $201 million in privately negotiated capped call transactions. These transactions are designed to reduce dilution upon conversion of the notes and/or offset cash payments in excess of the principal amount, with a cap price of $82.24 per share, representing a 100% premium over the ordinary share price at the time of the offering. The remaining proceeds of approximately $2.068 billion are earmarked for general corporate purposes and working capital, significantly enhancing the company's liquidity and financial flexibility.

This Form 8-K filing primarily details capital markets transactions and does not include information on IREN Ltd's operational financial performance, such as revenue, net income, earnings per share, or forward-looking guidance on business operations for Q4 2025 or beyond. The focus is entirely on the company's financing activities and capital structure management.