IREN Closes $3B Convertible Notes Deal to Fund AI Cloud Expansion Beyond Bitcoin Mining

Convertible notes financing closes at $3 billion

IREN Limited (IREN) said it has completed a $3 billion offering of convertible senior notes, generating about $2.96 billion in net proceeds as the company advances plans to broaden from Bitcoin mining into AI cloud infrastructure.

The deal, which closed Wednesday, was initially marketed at $2.6 billion before the full $400 million option—commonly referred to as a greenshoe—was exercised, according to the company’s disclosure.

The notes carry a 1.00% coupon and mature in 2033. They were issued in a Rule 144A private placement to qualified institutional buyers and were priced with a 32.5% conversion premium.

Capped call structure targets dilution management

In connection with the notes, IREN entered into capped call transactions intended to reduce potential dilution if the notes convert to equity. The capped calls set a cap price of $110.30 per share, which the company described as a 100% premium to its last reported sale price of $55.15 on May 11.

Under the structure, the capped calls are designed to limit dilution (or offset the effective conversion impact) up to the cap price. If IREN’s share price exceeds that level, dilution and possible cash obligations may resume above the ceiling.

IREN said it used $201.3 million of the net proceeds to fund the capped call transactions. The remainder is earmarked for general corporate purposes and working capital.

Separately, the company disclosed that it terminated a portion of capped call transactions associated with its existing 3.50% convertible notes due 2029. A portion of those notes was equitized in November 2025, and IREN said it unwound the corresponding hedge concurrently with the pricing of the new notes.

Banks leading the offering

The financing was led by a syndicate of major investment banks. J.P. Morgan Securities, Goldman Sachs, Citigroup, Jefferies, MUFG Securities Americas, Wells Fargo Securities, and Cantor Fitzgerald served as bookrunners.

AI cloud infrastructure push continues

The capital raise arrives as IREN accelerates its shift toward becoming a vertically integrated AI cloud infrastructure provider, adding to a series of large agreements and strategic moves.

In November 2025, IREN signed a $9.7 billion AI cloud hosting agreement with Microsoft. The company said the announcement lifted its shares by nearly 30%, and it noted that Bernstein tripled its price target following the deal.

In early May, IREN also announced a strategic partnership with Nvidia to deploy up to 5 gigawatts of AI data-center capacity globally. As part of that arrangement, Nvidia received warrants that could be worth up to $2.1 billion. IREN said that development prompted Bernstein to raise its price target to $100.

Days later, IREN agreed to acquire software services provider Mirantis in a $625 million all-stock transaction. The acquisition is intended to add full-stack software capabilities to IREN’s AI cloud platform.

Spending plans and sector-wide AI momentum

The company’s rapid expansion has drawn attention to the scale of investment required. JPMorgan previously cautioned that IREN’s planned GPU and AI data-center spending—more than $9 billion in aggregate—could put pressure on the balance sheet in the near term. The newly closed convertible notes offering provides additional capital as IREN scales these initiatives.

Beyond IREN, AI infrastructure has become an increasingly prominent revenue opportunity across publicly listed crypto mining companies. CoinShares estimated earlier this year that more than $70 billion in cumulative AI contracts have been announced across the listed miner cohort. CoinShares also projected that some operators may be on track to generate as much as 70% of their revenue from AI by the end of 2026.