424B5 1 ny20064909x1_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-284369

PROSPECTUS SUPPLEMENT

(To Prospectus Dated August 28, 2025)

IREN Limited

Up to $6,000,000,000

Ordinary Shares

We previously entered into an At Market Issuance Sales Agreement, dated as of January 21, 2025 and subsequently amended and restated on August 28, 2025, with B. Riley Securities, Inc. (“B. Riley Securities”), Canaccord Genuity LLC (“Canaccord Genuity”), Cantor Fitzgerald & Co. (“Cantor”), Citigroup Global Markets Inc. (“Citigroup”), Compass Point Research & Trading, LLC (“Compass Point”), J.P. Morgan Securities LLC (“JPMS”), Macquarie Capital (USA) Inc. (“Macquarie Capital”) and Roth Capital Partners, LLC (“Roth Capital Partners”), to which Citizens JMP Securities, LLC (“Citizens Capital Markets”), Goldman Sachs & Co. LLC and Jefferies LLC (“Jefferies”) were joined on March 4, 2026 (each of B. Riley Securities, Canaccord Genuity, Cantor, Citigroup, Citizens Capital Markets, Compass Point, Goldman Sachs & Co. LLC, Jefferies, JPMS, Macquarie Capital and Roth Capital Partners individually a “sales agent” and collectively, the “sales agents”), relating to the sale of our ordinary shares, with no par value (such agreement, the “sales agreement”). This prospectus supplement, together with the accompanying prospectus, relates to our ordinary shares that may be offered and sold under the sales agreement. This prospectus supplement replaces and supersedes in its entirety the previously filed prospectus supplement dated August 28, 2025 relating to the offer and sale of our ordinary shares under the sales agreement having an aggregate offering price of up to $1,000,000,000 and no additional ordinary shares will be sold under the previously filed prospectus supplement following the date of this prospectus supplement. We sold an aggregate of 66,707,732 ordinary shares for an aggregate offering price of approximately $1.0 billion in gross proceeds under the previously filed prospectus supplement. Under this prospectus supplement, we may offer and sell our ordinary shares in accordance with the terms of the sales agreement having an aggregate offering price of up to $6,000,000,000 from time to time through or to the sales agents, as agent or principal, which amount is in addition to the ordinary shares previously sold under the previously filed prospectus supplement.

Sales of our ordinary shares, if any, under this prospectus supplement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). Subject to the terms of the sales agreement, the sales agents are not required to sell any specific amount, but will act as our sales agents using commercially reasonable efforts consistent with their normal trading and sales practices. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

The sales agents will be entitled to compensation at a commission of up to 1.25% of the gross sales price of any ordinary shares sold under the sales agreement. In connection with the sale of ordinary shares on our behalf, each sales agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the sales agents will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the sales agents with respect to certain liabilities, including civil liabilities under the Securities Act. See “Plan of Distribution” beginning on page S-23 for additional information regarding the compensation to be paid to the sales agents.

Our ordinary shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “IREN.” On March 3, 2026, the last reported sale price of our ordinary shares was $38.85 per share.

Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginning on page S-3 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.

B. Riley

Securities

Canaccord

Genuity

Cantor

Citigroup

Citizens

Capital

Markets

Compass

Point

Goldman

Sachs &

Co. LLC

Jefferies

J.P.

Morgan

Macquarie

Capital

Roth

Capital

Partners

Prospectus supplement dated March 4, 2026.


			Page
About This Prospectus Supplement			S-ii
Glossary of Industry Terms and Concepts			S-iv
Prospectus Supplement Summary			S-1
The Offering			S-2
Risk Factors			S-3
Cautionary Statement Regarding Forward-Looking Statements			S-8
Use of Proceeds			S-12
Dividend Policy			S-13
Taxation			S-14
Plan of Distribution			S-23
Legal Matters			S-25
Experts			S-25
Where You Can Find Additional Information			S-25
Information Incorporated by Reference			S-26


			Page
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.
EH/s			Exahash per second. 1 EH/s equals on quintillion hashes per second (1,000,000,000,000,000,000 h/s).
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.

Corporate
law issue

Delaware law

Australian law

Special Meetings of Shareholders

Shareholders generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws.
However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder.

The Corporations Act requires the directors to call a general meeting on the request of shareholders with at least 5% of the vote that may be cast at the general meeting. Shareholders with at least 5% of the votes that may be cast at the general meeting may also call and arrange to hold a general meeting. The shareholders calling the meeting must pay the expenses of calling and holding the meeting.

SEC Form 424B5 filed by IREN Limited