We advised IREN on the concurrent offerings

Davis Polk advised IREN Limited on an SEC-registered direct offering of 39,699,102 of its ordinary shares and a Rule 144A offering of $1.15 billion aggregate principal amount of its 0.25% convertible senior notes due 2032, which included $150 million aggregate principal amount of notes pursuant to the exercise in full of the initial purchasers’ option to purchase additional notes, and $1.15 billion aggregate principal amount of its 1.00% convertible senior notes due 2033, which included $150 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 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 3.25% convertible senior notes due 2030, and for general corporate purposes and working capital.

IREN Limited is an Australian-based leading AI cloud service provider, delivering large-scale GPU clusters for AI training and interference. IREN’s vertically integrated platform is underpinned by its expansive portfolio of grid-connected land and data centers in renewable-rich regions across the United States and Canada.

The Davis Polk capital markets team included partner Marcel Fausten, counsel Meaghan Kennedy and associate Ryan Mainous. The equity derivatives team included partner Mark J. DiFiore and associates Danielle Forni, Ji Hwan Kim, Melissa X. Estrada and Chanique C. Vassell. Partner Lucy W. Farr and associate Benjamin Silver provided tax advice. All members of the Davis Polk team are based in the New York office.

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