Item 1.01 — Entry into a Material Definitive Agreement

A new material agreement was signed — financing facility, partnership, license, or major contract.

Indenture and Convertible Notes On May 14, 2026 (the “Closing Date”), IREN Limited (the “Company”) issued $3.0 billion principal amount of its 1.00% Convertible Senior Notes due 2033 (the “Convertible Notes”). The Convertible Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of the Closing Date, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

Item 2.03 — Creation of a Direct Financial Obligation

A new debt obligation was incurred — credit facility, convertible note, term loan, or guarantee.

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

Item 3.02 — Unregistered Sales of Equity Securities

Stock or convertible securities sold without SEC registration — usually a private placement.

The Convertible Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Convertible Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any ordinary shares that may be issued upon conversion of the Convertible Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders.

Item 8.01 — Other Events

A material event not falling under any other 8-K item.

Capped Call Unwind Transaction In connection with the issuance of the Company’s 3.50% Convertible Senior Notes due 2029 (the “2029 Notes”), the Company entered into capped call transactions (the “2029 Capped Call Transactions”) with certain financial institutions (the “2029 Option Counterparties”). In November 2025, the Company entered into a transaction pursuant to which a portion of the 2029 Notes were equitized (the “Equitized 2029 Notes”).

Item 9.01 — Financial Statements and Exhibits

Press releases, exhibits, and supporting documents attached to this filing.