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← IREN · Financing

Convertible senior notes due 2031

Oct 14, 2025 · Closed
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Terms of issuance

Instrument
Convertible notes
Principal
$1.00B
Net proceeds
$979.0M
Coupon
Zero coupon
Issue date
Oct 14, 2025
Maturity
2031
Seniority
senior unsecured
Conversion ratio
11.6784 shares / $1,000 principal

Conversion terms

Reference stock price
$60.09 (Oct 8, 2025)
Conversion premium
42.5%
Conversion price
$85.63
Underlying shares
11,678,150calculated: principal ÷ conversion price, unless directly stated
Dilution %
4.3%calculated: underlying shares ÷ basic shares outstanding as of issue date
Conversion window opens
Early conversion trigger
Early conversion threshold
n/acalculated: conversion price × trigger %

Capped call terms

Strike
$85.63= conversion price of the hedged notes
Cap price
$120.18
Cap premium over reference
100.0%
Shares covered
11,678,150
Cost % of principal
n/acalculated: capped call cost ÷ notes principal
Cost per share
n/acalculated: capped call cost ÷ shares covered
Max protection per share
$34.55calculated: cap price − conversion price
Max protection value
$403.5Mcalculated: max protection per share × shares covered

Economic analysis

Effective annual cost
n/acalculated: coupon + capped-call cost amortized over the note's life — needs coupon, maturity, and (if hedged) capped-call cost
Interest savings vs. plain debt
n/anot shown — would require an assumed comparable straight-debt rate, which we do not fabricate
Implied option value / volatility
n/anot shown — would require an assumed volatility input, which we do not fabricate
Breakeven
n/anot shown — would require assumed reinvestment/discount-rate assumptions, which we do not fabricate
Maturity scenarios
Below $85.63Notes redeemed for cash at maturity (or company's election); no dilution.
$85.63 – $120.18In the money, but the capped call offsets the dilution — net share impact ~0.
Above $120.18Capped call protection exhausted — dilution resumes above the cap.

Context

Shares outstanding (as of issue date)
271,980,494
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Other financing outstanding (excl. this instrument)
Initial public offering ($231.5M), NYDIG equipment financing facility (SPV 3) ($71.0M), B. Riley equity purchase facility ($100.0M), Capped call transactions ($44.4M), Prepaid forward share repurchase ($73.7M), 3.25% Convertible senior notes due 2030 ($440.0M), 3.50% Convertible senior notes due 2029 ($550.0M), Prepaid forward share repurchase ($92.5M), GPU lease financing (4.2k Blackwell B200 GPUs) ($102.0M), GPU lease financing (GB300 GPUs) ($96.0M), Equity offering ($1.63B), Capped call transactions (2032/2033), 1.00% Convertible senior notes due 2033 ($1.30B), 0.25% Convertible senior notes due 2032 ($1.00B), At-the-market equity facility (expanded to $6B) ($6.00B), NVIDIA share purchase right, 1.00% Convertible senior notes due 2033 ($3.00B), Capped call transactions, 5.96% Senior secured notes due 2031 (IE US Hardware 3 LLC) ($2.10B), Delayed draw term loan facility (IE US Hardware 3 LLC) ($1.50B), GPU financing led by Blue Owl and PIMCO (Mackenzie air-cooled expansion) ($2.40B)
— of which existing debt
$20.69B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none

Sources

ProposedIREN announces proposed $875 million convertible notes offering
Oct 7, 2025
PricedIREN prices $875 million convertible notes offering
Oct 9, 2025
ClosedIREN closes $1.0 billion convertible notes offering
Oct 14, 2025