[8-K] IREN Ltd Reports Material Event

Rhea-AI Filing Summary

IREN Limited reported that it has issued 66,707,732 ordinary shares under its at-the-market offering, generating approximately $1.0B of proceeds. The company also reported a cash balance of approximately $1.0B as of September 30, 2025. The filing includes a press release as an exhibit and notes that certain Convertible Notes discussed will not be registered under the Securities Act and cannot be offered or sold in the United States unless an exemption applies. No earnings, detailed transactions, or financial statements beyond the cash balance and share issuance totals were included.

Positive

• Approximately $1.0B raised from at-the-market share issuance, enhancing liquidity
• Cash balance of approximately $1.0B as of September 30, 2025, supporting near-term operations

Negative

• Issuance of 66,707,732 shares may cause shareholder dilution
• Convertible Notes not registered in the U.S., limiting offer/sale into U.S. markets without an exemption

Insights

Corporate Finance Analyst

Raised liquidity through ATM issuance; balance sheet strengthened.

The issuance of 66,707,732 shares via the at-the-market program produced roughly $1.0B, increasing available capital and supporting short-term funding flexibility. Holding approximately $1.0B in cash as of September 30, 2025 suggests the company has significant near-term liquidity.

Risks include shareholder dilution from the new shares and reliance on capital markets for additional funding. Monitor cash burn, uses of proceeds, and any future equity or debt actions over the next 12 months.

Treasury / Capital Markets Specialist

ATM execution delivered sizeable proceeds; securities placement has U.S. offering limits.

The at-the-market program produced about $1.0B, which the treasury can deploy for operations, M&A, or debt management. The filing clarifies that Convertible Notes referenced are not registered and cannot be sold in the U.S. absent an exemption, which may limit investor reach and secondary-market liquidity for those instruments.

Watch for formal disclosure of how proceeds are allocated and any registration or exemption steps for the Convertible Notes within the coming quarters to understand financing flexibility.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

October 7, 2025

Date of Report (date of earliest event reported)

IREN LIMITED

(Exact name of registrant as specified in its charter)

Australia

(State or other jurisdiction of incorporation or organization)

001-41072

(Commission File Number)

Not Applicable

(I.R.S. Employer Identification No.)

Level 6, 55 Market Street, Sydney, NSW 2000 Australia

(Address of Principal Executive Offices)

+61 2 7906 8301

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, no par value	IREN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

Convertible Notes Offering

On October 7, 2025, the Company issued a press release announcing that it launched an offering of $875 million aggregate principal amount of new senior convertible notes due 2031 (the “Convertible Notes”). The Convertible Notes are proposed to 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 expects to grant 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 $125 million aggregate principal amount of the Convertible Notes.

The Company expects to use a portion of the net proceeds from the offering 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.

A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

At-the-Market and Cash Balance Update

On October 7, 2025, the Company provided the following information to prospective investors in the offering described above:

1. As of October 7, 2025, the Company had issued 66,707,732 shares pursuant to its at-the-market offering under the registration statement on Form S-3 (File No. 333-284369) at varying prices generating an aggregate of approximately $1.0 billion.

2. As of September 30, 2025, the Company’s cash balance was approximately $1.0 billion.

This 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 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.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

No.	Description
99.1	Press release of IREN Limited announcing the Convertible Notes offering, dated October 7, 2025.
104	Cover page of this Current Report on Form 8-K formatted in Inline XBRL.

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.

	IREN Limited
Date: October 7, 2025	By:	/s/ Daniel Roberts
		Daniel Roberts
		Co-Chief Executive Officer and Director

FAQ

How many shares did IREN (IREN) issue under its at-the-market program?

The company issued 66,707,732 ordinary shares under its at-the-market offering.

How much cash does IREN have on hand?

IREN reported a cash balance of approximately $1.0B as of September 30, 2025.

How much did IREN raise from its at-the-market offering?

The at-the-market issuance generated aggregate proceeds of approximately $1.0B.

Are the Convertible Notes registered for sale in the United States?

No. The filing states the Convertible Notes will not be registered under the Securities Act and may not be offered or sold in the U.S. unless an exemption applies.

Does the filing include detailed financial statements or earnings data?

No. The report provides the share issuance totals and a cash balance but does not include detailed financial statements or earnings information in the disclosed content.