424B5 1 ny20060080x3_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-284369

PROSPECTUS SUPPLEMENT

(To Prospectus Dated August 28, 2025)

IREN Limited

39,699,102 Ordinary Shares

We are offering 39,699,102 ordinary shares in a registered direct offering to a limited number of purchasers pursuant to this prospectus supplement and the accompanying prospectus at a price of $41.12 per share, which will be equal to the closing price per share of our ordinary shares as reported by the Nasdaq Global Select Market (“Nasdaq”) on the date of this prospectus supplement.

Concurrently with this offering, we are offering $1.0 billion aggregate principal amount of 0.25% convertible senior notes due 2032 (the “2032 notes”) and $1.0 billion aggregate principal amount of 1.00% convertible senior notes due 2033 (the “2033 notes” and, together with the 2032 notes, the “convertible notes”), plus up to an additional $150 million aggregate principal amount of 2032 notes and up to an additional $150 million aggregate principal amount of 2033 notes that the initial purchasers of the concurrent offering have the options to purchase from us (the “Concurrent Offering”). The Concurrent Offering is being made pursuant to a confidential offering memorandum (and not pursuant to this prospectus supplement or the accompanying prospectus) only to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in transactions that are exempt from the registration and prospectus-delivery requirements of the Securities Act. The completion of this offering is not contingent on the completion of the Concurrent Offering, and the completion of the Concurrent Offering is not contingent on the completion of this offering. Accordingly, you should not assume that the Concurrent Offering will be consummated on the terms described in this prospectus supplement, if at all. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or the solicitation of an offer to buy, any of the convertible notes, or the ordinary shares, if any, issuable upon conversion of the convertible notes, we are offering in the Concurrent Offering.

We expect to deliver the ordinary shares against payment in New York, New York on or about December 8, 2025, which is the third business day after the initial trade date for the ordinary shares offered hereby (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally must settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade shares before the business day before the settlement date must, because the shares initially will settle T+3, specify an alternate settlement cycle at the time of such trade to prevent a failed settlement. Those purchasers should consult their advisors.

In this offering, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P Morgan Securities LLC will act as our placement agents (each in such capacity, a “placement agent” and together, the “placement agents”) with respect to our ordinary shares offered by this prospectus supplement. The placement agents are not required to purchase or sell any ordinary shares but will use their reasonable best efforts to solicit offers for the purchases of the ordinary shares offered hereby. See “Plan of Distribution” beginning on page S-33 of this prospectus supplement for more information regarding these arrangements.

Our ordinary shares are listed on Nasdaq under the symbol “IREN.” On December 2, 2025, the last reported sale price of our ordinary shares was $41.12 per share.

Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginning on page S-7 of this prospectus supplement and any risk factors in our Securities and Exchange Commission (the “SEC”) filings that are incorporated by reference in this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Placement Agents


Citigroup	Goldman Sachs & Co. LLC	J.P. Morgan

Prospectus supplement dated December 2, 2025.


			Page
Prospectus Supplement
About This Prospectus Supplement			S-ii
Glossary of Industry Terms and Concepts			S-iv
Prospectus Supplement Summary			S-1
The Offering			S-3
Risk Factors			S-7
Cautionary Statement Regarding Forward-Looking Statements			S-15
Use of Proceeds			S-18
Dividend Policy			S-19
Capitalization			S-22
Taxation			S-24
Plan of Distribution			S-33
Legal Matters			S-34
Experts			S-34
Where You Can Find Additional Information			S-34
Information Incorporated by Reference			S-35


			Page
Prospectus
About This Prospectus			1
Glossary of Industry Terms and Concepts			3
Our Company			5
Risk Factors			6
Cautionary Statement Regarding Forward-Looking Statements			7
Use of Proceeds			10
Dividend Policy			11
Description of Share Capital and Constitution			12
Description of Debt Securities			23
Description of Warrants			24
Description of Subscription Rights			25
Description of Purchase Contracts			26
Description of Units			27
Forms of Securities			28
Selling Security Holders			30
Plan of Distribution			31
Legal Matters			33
Experts			34
Service of Process and Enforceability of Civil Liabilities			35
Where You Can Find Additional Information			36
Information Incorporated By Reference			37


AI Cloud Services			Platforms that provide access to AI/ML capabilities through cloud-based infrastructure.

AI/ML			Artificial Intelligence and Machine Learning. Artificial Intelligence (“AI”) is computer software that mimics human cognitive abilities in order to perform complex tasks, such as decision making, data analysis, language translation and a variety of tools and services across the emergent AI industry that have been developed to leverage AI capabilities. Machine Learning (“ML”) is a subset of AI in which algorithms are trained on data sets to become machine learning models capable of performing specific tasks.

ASICs			An Application Specific Integrated Circuit is a type of integrated circuit that is custom-designed for a particular use, rather than intended for general-purpose use.

Bitcoin			A system of global, decentralized, scarce, digital money as initially introduced in a white paper titled “Bitcoin: A Peer-to-Peer Electronic Cash System” published on October 31, 2008, by an individual or group using the pseudonym Satoshi Nakamoto.

Bitcoin network			The collection of all nodes running the Bitcoin protocol. This includes miners that use computing power to maintain the ledger and add new blocks to the blockchain.

block			A bundle of transactions analogous with digital pages in a ledger. Transactions are bundled into blocks, which are then added to the ledger. Miners are rewarded for “mining” a new block.

blockchain			A software program containing a cryptographically secure digital ledger that maintains a record of all transactions that occur on the network, that enables peer-to-peer transmission of transaction information, and that follows a consensus protocol for confirming new blocks to be added to the blockchain.

Board			The board of directors of IREN Limited.

difficulty			In the context of Bitcoin mining, a measure of the relative complexity of the algorithmic solution required for a miner to mine a block and receive the Bitcoin reward. An increase in global hashrate will temporarily result in faster block times as the mining algorithm is solved quicker - and vice versa if the global hashrate decreases. The Bitcoin network protocol adjusts the network difficulty every 2,016 blocks (approximately every two weeks) to maintain a target block time of 10 minutes.

digital asset			Bitcoin and alternative coins, or “altcoins,” launched after the success of Bitcoin. This category is designed to serve functions including as a medium of exchange, store of value, and/or to power applications.

fiat currency			A government issued currency that is not backed by a physical commodity, such as gold or silver, but rather by the government that issued it.

fork			A fundamental change to the software underlying a blockchain which may result in two different blockchains, the original, and the new version, each with their own token.


GPUs			Graphics processing units are a type of computing technology designed for parallel processing, which can be used in a wide range of applications, including graphics and video rendering, gaming, creative production and AI.

hash			To compute a function that takes an input, and then outputs an alphanumeric string known as the “hash value.”

hashrate			The speed at which a miner can produce computations (hashes) using the Bitcoin network’s algorithm, expressed in hashes per second. The hashrate of all miners on a particular network is referred to as the global hashrate.

HPC			High-performance computing, which refers to the aggregation of computing power to achieve higher performance levels, often utilized to perform complex calculations in fields including science, engineering, finance, AI/ML and business. It typically involves using supercomputers or clusters of computers, often employing parallel processing, to perform calculations simultaneously, thereby greatly reducing computation time.

miner			Individuals or entities who operate a computer or group of computers that compete to mine blocks. Bitcoin miners who successfully mine blocks are rewarded with new Bitcoin as well as any transaction fees.

mining			The process by which new Bitcoin blocks are created, and thus new transactions are added to the blockchain in the Bitcoin network.

mining pools			Mining pools are platforms for miners to contribute their hashrate in exchange for digital assets, including Bitcoin, and in some cases regardless of whether the pool effectively mines any block. Miners tend to join pools to increase payout frequency, with pools generally offering daily payouts, and to externalize to the pool the risk of a block taking longer than statistically expected from the network difficulty. Mining pools offers these services in exchange for a fee.

proof-of-stake			An alternative consensus protocol, in which a “validator” typically may use their own digital assets to validate transactions or blocks. Validators may “stake” their digital assets on whichever transactions they choose to validate. If a validator validates a block (group of transactions) correctly, it will receive a reward. Typically, if a validator verifies an incorrect transaction, it may lose the digital assets that it staked. Proof-of-stake generally requires a negligible amount of computing power compared to proof-of-work.

proof-of-work			A protocol for establishing consensus across a system that ties mining capability to computational power. Hashing a block, which is in itself an easy computational process, now requires each miner to solve for a certain difficulty variable periodically adjusted by the Bitcoin network protocol. In effect, the process of hashing each block becomes a competition and, as a result, the overall process of hashing requires time and computational effort.

protocol			The software that governs how a blockchain operates.

REC			Renewable Energy Certificate.

SEC			U.S. Securities and Exchange Commission.


	As of September 30, 2025
	Actual	As adjusted	As further adjusted
	(In thousands, except share and per share data)
Cash and cash equivalents⁽¹⁾⁽⁴⁾	$1,032,263	$2,011,263	$3,984,063
Debt:
Principal amount of 3.25% Convertible Senior Notes due 2030^(2)‎	$440,000	$440,000	$212,300
Principal amount of 3.50% Convertible Senior Notes due 2029^(3)‎	550,000	550,000	233,400
Principal amount of 0.00% Convertible Senior Notes due 2031^(4)‎	—	1,000,000	1,000,000
Principal amount of 0.25% Convertible Senior Notes due 2032 we are offering⁽⁹⁾	—	—	1,000,000
Principal amount of 1.00% Convertible Senior Notes due 2033 we are offering⁽⁹⁾	—	—	1,000,000
Total debt	990,000	1,990,000	3,445,700
Equity:
Ordinary shares, no par value: 282,876,303 shares issued and outstanding, actual and as adjusted, 322,575,405 shares outstanding, as further adjusted; as of September 30, 2025⁽⁵⁾	2,965,588	2,965,588	4,598,015
B class shares, no par value: 2 shares authorized, 2 shares issued and outstanding, actual, as adjusted and as further adjusted; as of September 30, 2025⁽⁶⁾	—	—	—
Additional paid-in capital⁽⁷⁾	157,666	157,666	(842,334)
Retained earnings (accumulated deficit)⁽⁷⁾	(211,556)	(211,556)	(331,556)
Accumulated other comprehensive income (loss)	(35,531)	(35,531)	(35,531)
Total equity⁽⁷⁾⁽⁸⁾	2,876,167	2,876,167	3,388,594
Total capitalization⁽⁷⁾⁽⁸⁾	$3,866,167	$4,866,167	$6,834,294

Registered direct offering price

$1,632,427,074.24

Proceeds to us, before expenses

$1,632,427,074.24

SEC Form 424B5 filed by IREN Limited