IREN Ltd 6-K, filed Jun 11, 2025
IREN Ltd (IREN)
6-K
2025-06-11
For: 2025-06-11
View Original
Added on
April 12, 2026
About this 6-K
IREN Ltd filed this 6-K on June 11, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2025
Commission File Number: 001-41072
IREN Limited
(Translation of registrant’s name into English)
Level 6, 55 Market Street
Sydney, NSW 2000 Australia
+61 2 7906 8301
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
Convertible Notes Offering
On June 11, 2025, the Company issued a press release announcing the pricing of its upsized offering of $500 million in aggregate principal amount of its 3.50% Convertible Senior Notes due 2029 (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 (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 additional $50 million aggregate principal amount of the
Convertible Notes. The offering is expected to close on June 13, 2025, subject to satisfaction of customary closing conditions.
The Company estimates that the net proceeds of the offering will be approximately $486.1 million (or approximately $534.9 million if the initial 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 $48.9 million of the net proceeds to fund the cost of entering into the
capped call transactions, approximately $92.5 million of the net proceeds to fund the cost of entering into the prepaid forward transaction, and the remainder of the net proceeds for general corporate purposes and working capital. If the initial
purchasers exercise their option to purchase additional 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.
A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
This Report on Form 6-K and the press release attached hereto as Exhibit 99.1 do not constitute an offer to sell or the solicitation 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 under 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 laws.
INCORPORATION BY REFERENCE
This Report on Form 6-K (including the information contained in the press release filed as Exhibit 99.1 to this Report on Form 6-K) shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File Nos.
333-261320, 333-265949, 333-269201, 333-273071, 333-280518 and 333-287529) and the registration statements on Form F-3 (File Nos. 333-277119 and 333-279427) of IREN Limited and to be a part thereof from the date on which this report is filed to the
extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
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Exhibit
No.
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Description
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Press release of IREN Limited announcing the pricing of its upsized Convertible Notes offering, dated June 11, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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IREN Limited
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Date: June 11, 2025
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By:
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/s/ Daniel Roberts |
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Daniel Roberts
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Co-Chief Executive Officer and Director
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Exhibit 99.1
IREN prices upsized $500 million convertible notes offering
SYDNEY, AUSTRALIA, June 11, 2025 (GLOBE NEWSWIRE) – IREN Limited (NASDAQ: IREN) (ACN 629 842 799) (“IREN”) today announced the pricing of its offering of $500 million aggregate principal amount of
3.50% convertible senior notes due 2029 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
Key details of the transaction
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$500 million convertible senior notes offering (3.50% coupon, 30% conversion premium)
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Offering size was increased from the previously announced offering size of $450 million aggregate principal amount of notes
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Capped call transactions entered into in connection with the notes, which are expected generally to provide a hedge upon conversions up to an initial cap price of $20.98 per share, which
represents a 100% premium (as compared to the 30% conversion premium under the notes)
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The issuance and sale of the notes are scheduled to settle on June 13, 2025, subject to customary closing conditions. IREN also granted the initial purchasers of the notes an option to
purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $50 million principal amount of notes
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Use of proceeds
IREN estimates that the net proceeds from the offering will be approximately $486.1 million (or approximately $534.9 million if the initial purchasers fully exercise their option to purchase
additional notes), after deducting the initial purchasers’ discounts and commissions and IREN’s estimated offering expenses.
IREN intends to use $48.9 million of the net proceeds to fund the cost of entering into the capped call transactions described below, approximately $92.5 million to fund the cost of entering into
the prepaid forward transaction described below and the remainder of the net proceeds from the offering for general corporate purposes and working capital. If the initial purchasers exercise their option to purchase additional notes, IREN intends to
use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions, as described below.
Additional transaction details
The notes will be senior, unsecured obligations of IREN and will accrue interest at a rate of 3.50% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on
December 15, 2025. The notes will mature on December 15, 2029, unless earlier repurchased, redeemed or converted. Before September 17, 2029, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and
after September 17, 2029, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. IREN will settle conversions by paying or delivering, as
the case may be, cash, its ordinary shares or a combination of cash and its ordinary shares, at its election. The initial conversion rate is 73.3229 ordinary shares per $1,000 principal amount of notes, which represents an initial conversion price of
approximately $13.64 per ordinary share. The initial conversion price represents a premium of approximately 30% over the last reported sale price of $10.49 per share of IREN’s ordinary shares on June 10, 2025. The conversion rate and conversion price
will be subject to adjustment upon the occurrence of certain events.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at IREN’s option, on or after June 20, 2028 and on or before the 30th scheduled trading day immediately
before the maturity date, but only if the last reported sale price per share of IREN’s ordinary shares exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal
to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If a “fundamental change” (as defined in the indenture for the notes) occurs, then, subject to a limited exception, noteholders may require IREN to repurchase their notes for cash. The repurchase
price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
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Capped call transactions
In connection with the pricing of the notes, IREN entered into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or one or more 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. If the initial purchasers exercise their option
to purchase additional notes, then IREN expects to enter into additional capped call transactions with the option counterparties.
The cap price of the capped call transactions is initially $20.98 per share, which represents a premium of 100% over the last reported sale price of IREN’s ordinary shares of $10.49 per share on
June 10, 2025, and is subject to certain adjustments under the terms of the capped call transactions.
The capped call transactions are expected generally to reduce the potential dilution to IREN’s ordinary shares upon any conversion of the notes and/or offset any potential cash payments IREN is
required to make in excess of the principal amount of converted notes, as the case may be, with such offset and/or reduction subject to a cap price. If, however, the market price per ordinary share of IREN, as measured under the terms of the capped
call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap
price of the capped call transactions. In addition, the capped call transactions will be solely cash settled until IREN receives shareholder approval to repurchase its ordinary shares pursuant to the terms of the capped call transactions or is
otherwise permitted to repurchase its ordinary shares pursuant to the terms of the capped call transactions under the laws of its jurisdiction of incorporation. The Company retains flexibility to seek and/or renew such approval from time to time
during the terms of the capped call transactions at a general meeting or future annual general meeting.
IREN has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into
various derivative transactions with respect to IREN’s ordinary shares and/or purchase the ordinary shares of IREN concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the
market price of IREN’s ordinary shares or the notes at that time. Any such trades by the option counterparties or their respective affiliates would be on a principal basis and without any agreement, arrangement or understanding between, or with, IREN
on how those parties would hedge their own positions.
In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to IREN’s ordinary shares
and/or purchasing or selling IREN’s ordinary shares or other securities of IREN in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so (x) on each exercise date for the
capped call transactions, which are expected to occur on each trading day during the 30 trading day period beginning on the 31st scheduled trading day prior to the maturity date of the notes and (y) following any early conversion of the notes or any
repurchase of the notes by IREN on any fundamental change repurchase date, any redemption date or any other date on which the notes are repurchased by IREN, in each case if IREN exercises the relevant election to terminate the corresponding portion
of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of IREN’s ordinary shares or the notes, which could affect the ability of noteholders to convert the notes, and, to the extent the
activity occurs following a conversion or during any observation period related to a conversion of the notes, it could affect the number of IREN’s ordinary shares and value of the consideration that noteholders will receive upon conversion of the
notes.
Prepaid forward repurchase transaction
In connection with the pricing of the notes, IREN also entered into a prepaid forward share purchase transaction (the “prepaid forward transaction”) with one of the initial purchasers of the notes
or its affiliate (the “forward counterparty”), pursuant to which IREN will purchase approximately $92.5 million of its ordinary shares (based on the last reported sale price of IREN’s ordinary shares on the pricing date), for settlement on the date
that is shortly after the maturity date of the notes, subject to any early settlement, in whole or in part, of the prepaid forward transaction. The prepaid forward transaction will be solely cash settled until IREN receives shareholder approval to
repurchase its ordinary shares pursuant to the terms of the prepaid forward transaction or is otherwise permitted to repurchase its ordinary shares pursuant to the terms of the prepaid forward transaction under the laws of its jurisdiction of
incorporation.
The prepaid forward transaction is generally intended to facilitate privately negotiated derivative transactions, including swaps, between the forward counterparty or its affiliates and investors
in the notes relating to IREN’s ordinary shares by which investors in the notes will establish short positions relating to IREN’s ordinary shares and otherwise hedge their investments in the notes. As a result, the prepaid forward transaction is
expected to allow the investors to establish short positions that generally correspond to (but may be greater than) commercially reasonable initial hedges of their investment in the notes. In the event of such greater initial hedges, investors may
offset such greater portion by purchasing IREN’s ordinary shares on or shortly after the day IREN prices the notes. Facilitating investors’ hedge positions by entering into the prepaid forward transaction, particularly if investors purchase IREN’s
ordinary shares on or shortly after the pricing date, could increase (or reduce the size of any decrease in) the market price of IREN’s ordinary shares and effectively raise the initial conversion price of the notes. In connection with establishing
their initial hedges of the prepaid forward transaction, the forward counterparty or its affiliates may enter into one or more derivative transactions with respect to IREN’s ordinary shares with the investors of the notes concurrently with or after
the pricing of the notes. Any such trades by the forward counterparty or its affiliates would be on a principal basis and without any agreement, arrangement or understanding between, or with, IREN on how those parties would hedge their own positions.
IREN’s entry into the prepaid forward transaction with the forward counterparty and the entry by the forward counterparty into derivative transactions in respect of IREN’s ordinary shares with the investors of the notes could have the effect of
increasing (or reducing the size of any decrease in) the market price of IREN’s ordinary shares concurrently with, or shortly after, the pricing of the notes and effectively raising the initial conversion price of the notes.
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Neither IREN nor the forward counterparty will control how investors of the notes may use such derivative transactions. In addition, such investors may enter into other transactions relating to
IREN’s ordinary shares or the notes in connection with or in addition to such derivative transactions, including the purchase or sale of IREN’s ordinary shares. As a result, the existence of the prepaid forward transaction, such derivative
transactions and any related market activity could cause more purchases or sales of IREN’s ordinary shares over the term of the prepaid forward transaction than there otherwise would have been had IREN not entered into the prepaid forward
transaction. Such purchases or sales could potentially increase (or reduce the size of any decrease in) or decrease (or reduce the size of any increase in) the market price of IREN’s ordinary shares and/or the price of the notes.
In addition, the forward counterparty or its affiliates may modify their hedge positions by entering into or unwinding one or more derivative transactions with respect to IREN’s ordinary shares
and/or purchasing or selling IREN’s ordinary shares or other securities of IREN in secondary market transactions at any time following the pricing of the notes and prior to the maturity of the notes. These activities could also cause or avoid an
increase or a decrease in the market price of IREN’s ordinary shares or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs following conversion or during any observation period related
to a conversion of notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of the notes.
The offer and sale of the notes and any of IREN’s ordinary shares issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities
laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any of IREN’s ordinary shares issuable upon conversion of the notes, nor will there be
any sale of the notes or any such shares, in any state or other jurisdiction (including the United States and Australia) in which such offer, sale or solicitation would be unlawful.
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Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the completion of the offering
and the expected amount and intended use of the net proceeds. Forward-looking statements represent IREN’s current expectations, beliefs, and projections regarding future events and are subject to known and unknown uncertainties, risks, assumptions
and contingencies, many of which are outside IREN’s control and that could cause actual results to differ materially from those described in or implied by the forward-looking statements. Among those risks and uncertainties are market conditions, the
satisfaction of the closing conditions related to the offering and risks relating to IREN’s business, including those described in periodic reports that IREN files from time to time with the SEC. IREN may not consummate the offering described in this
press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds after funding the cost of entering into the capped call transactions and financing the prepaid forward as
described above. The forward-looking statements included in this press release speak only as of the date of this press release, and IREN does not undertake any obligation to update the forward-looking statements included in this press release for
subsequent developments, except as may be required by law. For a further discussion of factors that could cause IREN’s future results to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in IREN’s Annual
Report on Form 20-F for the year ended June 30, 2024, as amended on Form 20-F/A and other risks described in documents filed by IREN from time to time with the Securities and Exchange Commission.
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About IREN
IREN is a vertically integrated data center business powering the future of Bitcoin, AI and beyond utilizing 100% renewable energy. Strategically located in renewable-rich, fiber-connected regions
across the U.S. and Canada, IREN’s large-scale, grid-connected facilities are purpose-built for the next generation of power-dense computing applications.
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Power & Land Portfolio: 2,910MW of grid-connected power secured across >2,000 acres in the U.S. and Canada, with an additional multi-gigawatt development pipeline.
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Next-Generation Data Centers: 660MW of operating data centers expanding to 885MW in 2025, underpinning three verticals: Bitcoin Mining, AI Cloud Services and AI Data Centers.
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Bitcoin Mining: one of the world’s largest and lowest-cost Bitcoin producers with 41 EH/s of capacity, expanding to 50 EH/s in 2025.
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AI Cloud Services: delivering high performance cloud compute to AI customers with 1,896 NVIDIA H100 & H200 GPUs.
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AI Data Centers: end-to-end design, construction and operation of data center infrastructure tailored for AI workloads, with 50MW (IT load) liquid cooled capacity scheduled
for delivery in 2025.
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Contacts
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Media
Megan Boles
Aircover Communications
+1 562 537 7131
megan.boles@aircoverpr.com
Jon Snowball
Sodali & Co
+61 477 946 068
+61 423 136 761
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Investors
Mike Power
IREN
mike.power@iren.com
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