IREN Ltd美国股票招股说明书（2026年3月4日版）

Up to $6,000,000,000 Ordinary Shares We previously entered into an At Market Issuance Sales Agreement, dated as of January21, 2025 andsubsequently amended and restated on August28, 2025, with B. Riley Securities, Inc. (“B. Riley Securities”),Canaccord Genuity LLC (“Canaccord Genuity”), Cantor Fitzgerald & Co. (“Cantor”), Citigroup Global Markets Inc.(“Citigroup”), Compass Point Research & Trading, LLC (“Compass Point”), J.P. Morgan Securities LLC (“JPMS”),Macquarie Capital (USA) Inc. (“Macquarie Capital”) and Roth Capital Partners, LLC (“Roth Capital Partners”), towhich Citizens JMP Securities, LLC (“Citizens Capital Markets”), Goldman Sachs & Co. LLC and Jefferies LLC(“Jefferies”) were joined on March4, 2026 (each of B. Riley Securities, Canaccord Genuity, Cantor, Citigroup,Citizens Capital Markets, Compass Point, Goldman Sachs & Co. LLC, Jefferies, JPMS, Macquarie Capital and RothCapital Partners individually a “sales agent” and collectively, the “sales agents”), relating to the sale of our ordinaryshares, with no par value (such agreement, the “sales agreement”). This prospectus supplement, together with theaccompanying prospectus, relates to our ordinary shares that may be offered and sold under the sales agreement. Thisprospectus supplement replaces and supersedes in its entirety the previously filed prospectus supplement dated Sales of our ordinary shares, if any, under this prospectus supplement will be made by any method permittedthat is deemed an “at the market offering” as defined in Rule415(a)(4) under the Securities Act of 1933, as amended(the “Securities Act”). Subject to the terms of the sales agreement, the sales agents are not required to sell anyspecific amount, but will act as our sales agents using commercially reasonable efforts consistent with their normal The sales agents will be entitled to compensation at a commission of up to 1.25% of the gross sales price of anyordinary shares sold under the sales agreement. In connection with the sale of ordinary shares on our behalf, eachsales agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation ofthe sales agents will be deemed to be underwriting commissions or discounts. We have also agreed to provide Our ordinary shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “IREN.” OnMarch3, 2026, the last reported sale price of our ordinary shares was $38.85 per share. Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginning onpage S-3of this prospectus supplement and any risk factors in our Securities and Exchange Commission (the TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specificterms of this offering. The second part is the accompanying prospectus, which is part of a registration statement thatwe filed with the SEC using a “shelf’ registration process. The accompanying prospectus provides you with ageneral description of the securities that may be offered by us, some of which may not apply to this offering. Thisprospectus supplement and the information incorporated by reference in this prospectus supplement supersedes the Before buying any of the securities that we are offering, you should carefully read both this prospectussupplement and the accompanying prospectus with all of the information incorporated by reference in thisprospectus supplement, as well as the additional information described under the heading “Where You Can FindAdditional Information” and “Information Incorporated by Reference.” These documents contain important To the extent there is a conflict between the information contained in this prospectus supplement, on theonehand, and the information contained in the accompanying prospectus or in any document incorporated byreference in this prospectus supplement, on the other hand, you should rely on the information in this prospectus The information contained in this prospectus supplement, the accompanying prospectus or any documentincorporated by reference in this prospectus supplement is accurate only as of their respective dates, regardless ofthe time of delivery of this prospectus supplement, the accompanying prospectus or the documents incorporated by Neither we nor the sales agents have authorized anyone to provide you with information that is different fromthat contained in this prospectus supplement, the accompanying prospectus, or any free writing prospectus we mayauthorize to be delivered or made available to you. Neither we nor the sales agents take responsibility for, or provideassurance as to the reliability of, any other information that others may give you. This prospectus supplement does For investors outside the United States: Neither we nor the sales agents have taken any action that would permitthe offering or possession or distribution of this prospectus supplement in