IREN Closes $3 Billion Convertible Notes Offering to Accelerate AI Cloud Infrastructure Expansion

TLDR:

• IREN closed a $3B convertible notes offering with a fully exercised $400M greenshoe option in May 2026.
• Net proceeds of $2.96B will fund capped call transactions and general corporate and working capital needs.
• The capped call cap price of $110.30 per share represents a 100% premium over IREN’s May 11 share price.
• IREN also terminated part of its 2029 capped call transactions tied to previously equitized convertible notes.

IREN Limited has closed a $3 billion convertible senior notes offering, raising approximately $2.96 billion in net proceeds.

The Bitcoin miner continues expanding its position as a vertically integrated AI cloud infrastructure provider. The notes carry a 1.00% coupon and mature in 2033.

They were sold at a 32.5% conversion premium through a Rule 144A private placement to qualified institutional buyers.

Offering Details and Key Transaction Terms

According to an official disclosure from IREN Limited (NASDAQ: IREN), the offering was initially sized at $2.6 billion before the full $400 million greenshoe option was exercised.

This brought the total aggregate principal amount to $3 billion. Net proceeds reached approximately $2.96 billion after deducting discounts, commissions, and estimated expenses.

Major financial institutions served as bookrunners for the transaction. J.P. Morgan Securities, Goldman Sachs, Citigroup, Jefferies, MUFG Securities, Wells Fargo Securities, and Cantor Fitzgerald all participated. Several co-managers, including BBVA Securities and Canaccord Genuity, also supported the deal.

The notes carry no investor put option, except in cases involving certain fundamental changes. This structure gives IREN more flexibility over the life of the instrument through 2033.

IREN’s ordinary shares were priced at $55.15 per share on May 11, 2026, per the company’s announcement published via GlobeNewswire. The conversion premium was set at 32.5% above that closing price.

Use of Proceeds and Capped Call Strategy

As stated in the May 14, 2026 press release, IREN allocated $201.3 million of the net proceeds to fund capped call transactions. The remainder will support general corporate purposes and working capital needs.

The capped call transactions set an initial cap price of $110.30 per share. That figure represents a 100% premium over the May 11 share price. This hedge is designed to reduce dilution upon any conversion of the notes.

If IREN’s share price exceeds the cap price, dilution may still occur beyond that threshold. The capped call transactions will generally be settled in cash unless certain specific conditions are met.

The structure mirrors arrangements commonly used by growth-stage technology and mining companies. It balances near-term capital needs against long-term shareholder dilution concerns.

Unwind of Prior Capped Call Transactions

Per the same disclosure, IREN previously issued 3.50% Convertible Senior Notes due 2029, which came with their own capped call transactions. In November 2025, a portion of those notes were equitized through a separate transaction.

Concurrently with the new offering’s pricing, IREN agreed to terminate part of the existing 2029 capped call transactions. This termination covered the portion tied to the equitized 2029 notes.

The move effectively cleans up overlapping hedging arrangements from the prior capital raise. It positions IREN’s balance sheet more clearly ahead of its infrastructure buildout.

The new notes were offered exclusively to qualified institutional buyers under Rule 144A, the company confirmed. They have not been registered under the Securities Act and cannot be publicly traded without an applicable exemption.

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