We advised IREN on the offering

Davis Polk advised IREN Limited on its Rule 144A offering of $1 billion aggregate principal amount of its 0.00% convertible senior notes due 2031, which included $125 million aggregate principal amount of notes pursuant to the exercise in full of the initial purchasers’ option to purchase additional notes. We also advised the company on the related capped call transactions. The convertible senior notes were issued on October 14, 2025.

IREN Limited intends to use a portion of the 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.

IREN Limited is an Australian-based leading developer, owner and operator of next-generation data centers powering the future of bitcoin, AI and beyond utilizing 100% renewable energy including through the purchase of renewable energy certificates. Strategically located in renewable-rich, fiber-connected regions across the United States and Canada, IREN’s large-scale, grid-connected facilities are purpose-built for the next generation of power-dense computing applications.

The Davis Polk capital markets team included partner Marcel Fausten, counsel Meaghan Kennedy and associates Nicole (Nikki) Williams and Patrick B. Fontana. The equity derivatives team included partner Mark J. DiFiore, counsel Katharine O’Banion and associates Danielle Forni, Ji Hwan Kim and Melissa X. Estrada. Partner Lucy W. Farr provided tax advice. All members of the Davis Polk team are based in the New York office.