InfraCompute / Deals

IREN US$2.3bn convertible notes due 2032 and 2033 (December 2025)

Convertible notes for IREN, US$2.3bn, 8 December 2025.

Key terms

Borrower or issuer: IREN
Date: 8 December 2025
Structure: Convertible notes
Amount: US$2.3bn
Pricing: 0.25–1%
Tenor: Matures 2032 and 2033

Recorded terms

Lender type: Bonds and securitisationsStructure: convertible
Tenor: Matures 2032 and 2033
Security: unsecured
Tenant or offtaker: Microsoft (contract announced Nov 2025)

Parties

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Filed documents and legal terms

The documents behind this financing that are filed on SEC EDGAR, with the governing law each states. Read any document in full before relying on it; filers may redact commercial terms.

Filed documents: 10
Governing law: Washington law (1), Delaware law (1)
Quoted in the clause and contract libraries: 5

The CTS and any Dispute are governed by the laws of Delaware (excluding the conflicts of law rules) and the federal laws of the United States.

From the Dell purchase agreement, IE US Hardware 3 (10-Q Ex 10.4), filed with the SEC.

Filed document	Dated	Governing law	In InfraCompute
8-K: DDTL + senior notes under Common Terms Agreement	29 May 2026	–	–
Hardware 3 Credit Agreement (10-K Ex 10.35)	29 May 2026	–	–
Hardware 3 Note Purchase Agreement (10-K Ex 10.36)	29 May 2026	–	–
Hardware 3 Common Terms Agreement (10-K Ex 10.37)	29 May 2026	–	Quoted: Minimum DSCR covenant · Quoted: Loan sizing: advance rate and sizing DSCR · Quoted: GPU depreciation in the loan documents
Limited Parent Guarantee (Remarketing Right) (10-K Ex 10.38)	29 May 2026	–	Quoted: Springing and limited parent guarantees · Quoted: Springing and limited parent guarantees · Quoted: The guarantee in the SPV’s bankruptcy
Limited Parent Guarantee (Managed Services Agreement) (10-K Ex 10.54)	29 May 2026	–	–
8-K: Microsoft GPU services agreement + Dell purchase agreement (summary; investor deck Ex 99.2)	2 November 2025	–	–
Partner Statement of Work: IE US Hardware 3, Microsoft, Dell (10-Q Ex 10.3)	2 November 2025	Washington law	Quoted: Customer step-in to the financing · Quoted: Customer termination rights · Quoted: Customer termination rights
Dell purchase agreement, IE US Hardware 3 (10-Q Ex 10.4)	2 November 2025	Delaware law	Quoted: Non-cancellable orders, tied to the customer contract · Quoted: Delivery by phase, and the delays the supplier is excused for · Quoted: When title passes, and the quarter-end shipping rule
Dell NCNR and supplemental terms, IE US Hardware 3 (10-Q Ex 10.5)	2 November 2025	–	Quoted: Non-cancellable orders, tied to the customer contract · Quoted: Non-cancellable orders, tied to the customer contract · Quoted: Delivery by phase, and the delays the supplier is excused for

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Sources

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About this record

Compiled from the sources above. Terms are as announced and may have changed since. Methodology · Send a correction.