IREN $1.6 Billion Ordinary Share Offering and $2.3 Billion Convertible Notes Issuance

Davis Polk advised IREN Limited on the securities offerings described below. The transaction comprised an SEC-registered direct offering of 39,699,102 of IREN Limited’s ordinary shares and Rule 144A offerings of convertible senior notes. The offerings included $1.15 billion aggregate principal amount of 0.25% convertible senior notes due 2032 (which included $150 million aggregate principal amount of notes issued pursuant to the exercise in full of the initial purchasers’ option to purchase additional notes) and $1.15 billion aggregate principal amount of 1.00% convertible senior notes due 2033 (which included $150 million aggregate principal amount of notes issued pursuant to the exercise in full of the initial purchasers’ option to purchase additional notes). Davis Polk also advised the company on the capped call transactions related to the convertible notes offerings. The convertible senior notes were issued on December 8, 2025. IREN Limited intends to use the net proceeds from the offerings to fund the approximately $201 million cost of entering into the capped call transactions, to repurchase approximately $316.6 million of its 3.50% convertible senior notes due 2029 and approximately $227.7 million of its 3.25% convertible senior notes due 2030, and for general corporate purposes and working capital. Davis Polk represented IREN Limited with a team composed by: partner Marcel Fausten (capital markets); counsel Meaghan Kennedy (capital markets); associate Ryan Mainous (capital markets); partner Mark J. DiFiore (equity derivatives); associates Danielle Forni, Ji Hwan Kim, Melissa X. Estrada and Chanique C. Vassell (equity derivatives); partner Lucy W. Farr (tax); and associate Benjamin Silver (tax). All members of the Davis Polk team are based in the New York office.

IREN $1.6 Billion Ordinary Share Offering and $2.3 Billion Convertible Notes Issuance

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