IREN Ltd files 8-K: entry into a material agreement, creation of a material debt / off-balance-sheet obligation, unregistered sale of equity

Item 1.01 Entry Into a Material Definitive Agreement

On May 14, 2026 (the “Closing Date”) , IREN Limited (the “Company”) issued $3.0 billion principal amount of its 1.00% Convertible Senior Notes due 2033 (the “Convertible Notes”). The Convertible Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of the Closing Date , between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Convertible Notes, the Company granted the initial purchasers an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Convertible Notes are first issued, up to an additional $400 million aggregate principal amount of the Convertible Notes. The Convertible Notes issued on May 14, 2026 include $400 million principal amount of Convertible Notes issued pursuant to the full exercise by the initial purchasers of such option.

The net proceeds from the offering are approximately $2.96 billion after deducting the initial purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company used $201.3 million of the net proceeds to fund the cost of entering into the capped call transactions described herein. The Company intends to use the remainder of the net proceeds for general corporate purposes and working capital.

The Convertible Notes will be the Company’s senior, unsecured obligations and will be (i) equal in right of payment with any of the Company’s existing and future senior, unsecured indebtedness and other liabilities (including trade payables); (ii) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated to the Convertible Notes; (iii) effectively subordinated to any of the

Company’s future secured indebtedness to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to any existing and future indebtedness and other liabilities (including trade payables) of the

Company’s subsidiaries, and any preferred equity of the Company’s subsidiaries to the extent the Company is not a holder thereof.

The Convertible Notes accrue interest at a rate of 1.00% per annum, payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2026. The

Convertible Notes will mature on December 1, 2033, unless earlier repurchased, redeemed or converted. Before the close of business on the business day immediately before September 1, 2033, noteholders will have the right to convert their Convertible

Notes only upon the occurrence of certain events. On or after September 1, 2033 until the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their Convertible Notes at any time at their election. The Company will generally have the right to elect to settle conversions by paying or delivering, as applicable, cash, the Company’s ordinary shares, no par value (the “ordinary shares”) or a combination of cash and ordinary shares. The initial conversion rate is 13.6848 ordinary shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $73.07 per ordinary share. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s option at any time, and from time to time, on or after June 6, 2030 and on or before the 30th scheduled trading day immediately before the maturity date, but only if (i) the Convertible Notes are “Freely Tradable” (as defined in the Indenture) as of the date the Company sends the related redemption notice and all accrued and unpaid additional interest, if any, has been paid in full as of the most recent interest payment date occurring on or before the date the Company sends the related redemption notice; and (ii) the last reported sale price per ordinary share exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the

Company sends such redemption notice; and (2) the trading day immediately before the date the Company sends such redemption notice. However, the Company may not redeem less than all of the outstanding Convertible Notes unless at least $100.0 million aggregate principal amount of Convertible Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. In addition, the Company will have the right to redeem all, but not less than all, of the

Convertible Notes if certain changes in tax law as set forth in the Indenture occur and certain other conditions set forth in the Indenture are satisfied. In each case, the redemption price will be a cash amount equal to the principal amount of the

Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted with a conversion date that is on or after the date the Company sends the related redemption notice and on or before the second business day immediately before the related redemption date.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the ordinary shares.

The Convertible Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i)

certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest that has accrued on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $125,000,000 (subject to the limitations set forth in the Indenture); and (vi) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the

Company) occurs, then the principal amount of, and all accrued and unpaid interest, if any, on, all of the Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other