424B7 1 ny20079234x1_424b7.htm 424B7

Filed Pursuant to Rule 424(b)(7)

Registration No. 333-284369

PROSPECTUS SUPPLEMENT

(To Prospectus Dated August 28, 2025)

IREN Limited

Up to 11,981,668 Ordinary Shares

This prospectus supplement relates to the offer and resale from time to time of up to 11,981,668 ordinary shares (the “Ordinary shares”) of IREN Limited, by certain selling shareholders named in this prospectus supplement (the “Selling Holders”). We are registering the offer and sale of the Ordinary shares owned by the Selling Holders to satisfy registration rights we granted to them pursuant to an Agreement and Plan of Merger dated May 4, 2026 by and among IREN Limited, Kube Merger Sub Inc. and Mirantis, Inc. (the “Merger Agreement”), which closed on August 3, 2026.

We are not selling any securities under this prospectus supplement and will not receive any proceeds from the sale of the Ordinary shares by the Selling Holders pursuant to this prospectus supplement. Any Ordinary shares subject to resale hereunder will have been issued by us and received by the Selling Holders prior to any resale of such shares pursuant to this prospectus supplement. See “Selling Holders” for additional information.

Sales of the Ordinary shares by the Selling Holders may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, at varying prices determined at the time of sale or at privately negotiated prices. The Selling Holders may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Holders, the purchasers of the Ordinary shares, or both.

Our registration of the Ordinary shares covered by this prospectus supplement does not mean that the Selling Holders will offer or sell any of the Ordinary shares. The Selling Holders may offer, sell or distribute all or a portion of the Ordinary shares hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We provide more information about how the Selling Holders may sell the Ordinary shares in the section entitled “Plan of Distribution.” We will bear all costs and expenses and fees in connection with the registration of these Ordinary shares. We will not be paying any underwriting discounts or commissions in any offerings pursuant to this prospectus supplement.

Our Ordinary shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “IREN”. On August 3, 2026, the last reported sale price of our Ordinary shares was $39.75 per Ordinary share.

Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginning on page S-5 of this prospectus supplement and, if applicable, any risk factors described in our Securities and Exchange Commission (“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.

The date of this prospectus supplement is August 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-3
Risk Factors			S-5
Cautionary Statement Regarding Forward-Looking Statements			S-6
Use of Proceeds			S-10
Determination of Offering Price			S-11
Dividend Policy			S-12
Service of Process and Enforceability of Civil Liabilities			S-13
Selling Holders			S-14
Description of Share Capital and Constitution			S-16
Plan of Distribution			S-27
Legal Matters			S-29
Experts			S-29
Where You Can Find Additional Information			S-29
Information Incorporated by Reference			S-30


			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
Form 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


Selling Holder	Number of Ordinary Shares Beneficially Owned Prior to the Offering	% of Total Ownership Prior to the Offering	Maximum Number of Ordinary Shares to be Offered Pursuant to this Prospectus Supplement	Number of Ordinary Shares Beneficially Owned After the Offering	% of Total Ownership After the Offering
Intel Capital Corporation⁽¹⁾	3,590,375	1.0%	3,590,375	—	*
Insight Partners Continuation Fund (Cayman), L.P.⁽²⁾	1,437,464	*	1,437,464	—	*
Insight Partners Continuation Fund, L.P.⁽³⁾	1,275,241	*	1,275,241	—	*
Sand Red Limited⁽⁴⁾	858,687	*	858,687	—	*
Second Alpha Partners IV, L.P⁽⁵⁾	524,751	*	524,751	—	*
Yana Leventon⁽⁶⁾	497,117	*	497,117	—	*
Sapphire Ventures Fund I, L.P.⁽⁷⁾	449,050	*	449,050	—	*
Other Selling Holders⁽⁸⁾	3,457,369	*	3,348,983	108,386	*

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.

Interested Director Transactions

Interested director transactions are permissible and may not be legally voided if:

•
either a majority of disinterested directors, or a majority in interest of holders of shares of the corporation’s capital shares entitled to vote upon the matter, approves the transaction upon disclosure of all material facts; or

•
the transaction is determined to have been fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the shareholders.

A director or that director’s alternate who has a material personal interest in a matter that is being considered at a directors’ meeting must not be present while the matter is being considered at the meeting or vote in respect of that matter unless permitted to do so by the Corporations Act, in which case such director may:

•
be counted in determining whether or not a quorum is present at any meeting of directors considering that contract or arrangement or proposed contract or arrangement;

•
sign or countersign any document relating to that contract or arrangement or proposed contract or arrangement; and

•
vote in respect of, or in respect of any matter arising out of, the contract or arrangement or proposed contract or arrangement.

Unless a relevant exception applies, the
Corporations Act requires our directors to provide disclosure of any material personal interest, and prohibits directors from voting on matters in which they have a material personal interest and from being present at the meeting while the matter is being considered, unless directors who do not have a material personal interest in the relevant matter have passed a resolution