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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

December 1, 2025

Date of Report (date of earliest event reported)

IREN LIMITED
(Exact name of registrant as specified in its charter)

Australia
(State or other jurisdiction of incorporation or organization)

001-41072
(Commission File Number)
 
Not Applicable
(I.R.S. Employer Identification No.)

Level 6, 55 Market Street, Sydney, NSW 2000 Australia
(Address of Principal Executive Offices)

+61 2 7906 8301
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Ordinary Shares, no par value
IREN
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01
Other Events
 
On December 1, 2025, IREN Limited issued a press release announcing an offering of convertible notes and a press release announcing a registered direct offering of ordinary shares to fund the repurchase of convertible notes. A copy of each of these press releases is attached hereto as Exhibits 99.1 and 99.2, respectively, which are incorporated herein by reference.
 
This Current Report on Form 8-K and the press releases attached hereto as Exhibits 99.1 and 99.2 do not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
 
Item 9.01.
Financial Statements and Exhibits

(d) Exhibits

No.
Description
Press release of IREN Limited announcing the convertible notes offering, dated December 1, 2025.
Press release of IREN Limited announcing the registered direct offering of ordinary shares to fund the repurchase of convertible notes, dated December 1, 2025.
104
Cover page of this Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
IREN Limited
     
Date: December 1, 2025
By:
/s/ Daniel Roberts
   
Daniel Roberts
   
Co-Chief Executive Officer and Director