IREN Ltd美股招股说明书(2026-08-04版)

Up to 11,981,668 Ordinary Shares This prospectus supplement relates to the offer and resale from time to time of up to 11,981,668 ordinary shares (the“Ordinary shares”) of IREN Limited, by certain selling shareholders named in this prospectus supplement (the “SellingHolders”). We are registering the offer and sale of the Ordinary shares owned by the Selling Holders to satisfy registrationrights we granted to them pursuant to an Agreement and Plan of Merger dated May 4, 2026 by and among IREN Limited,Kube Merger Sub Inc. and Mirantis, Inc. (the “Merger Agreement”), which closed on August 3, 2026. We are not selling any securities under this prospectus supplement and will not receive any proceeds from the sale of theOrdinary shares by the Selling Holders pursuant to this prospectus supplement. Any Ordinary shares subject to resalehereunder will have been issued by us and received by the Selling Holders prior to any resale of such shares pursuant to thisprospectus supplement. See “Selling Holders” for additional information. Sales of the Ordinary shares by the Selling Holders may occur at fixed prices, at market prices prevailing at the time ofsale, at prices related to prevailing market prices, at varying prices determined at the time of sale or at privately negotiatedprices. The Selling Holders may sell shares to or through underwriters, broker-dealers or agents, who may receivecompensation in the form of discounts, concessions or commissions from the Selling Holders, the purchasers of the Ordinaryshares, or both. Our registration of the Ordinary shares covered by this prospectus supplement does not mean that the Selling Holderswill offer or sell any of the Ordinary shares. The Selling Holders may offer, sell or distribute all or a portion of the Ordinaryshares hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. Weprovide more information about how the Selling Holders may sell the Ordinary shares in the section entitled “Plan ofDistribution.” We will bear all costs and expenses and fees in connection with the registration of these Ordinary shares. Wewill not be paying any underwriting discounts or commissions in any offerings pursuant to this prospectus supplement. Our Ordinary shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “IREN”. On August 3,2026, the last reported sale price of our Ordinary shares was $39.75 per Ordinary share. Investing in our securities involves a high degree of risk. See the “Risk Factors” section beginning on page S-5ofthis prospectus supplement and, if applicable, any risk factors described in our Securities and Exchange Commission(“SEC”) filings that are incorporated by reference in this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is August 4, 2026. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-iiGlossary of Industry Terms and ConceptsS-ivProspectus Supplement SummaryS-1The OfferingS-3Risk FactorsS-5Cautionary Statement Regarding Forward-Looking StatementsS-6Use of ProceedsS-10Determination of Offering PriceS-11Dividend PolicyS-12Service of Process and Enforceability of Civil LiabilitiesS-13Selling HoldersS-14Description of Share Capital and ConstitutionS-16Plan of DistributionS-27Legal MattersS-29ExpertsS-29Where You Can Find Additional InformationS-29Information Incorporated by ReferenceS-30 Prospectus PageAbout this Prospectus1Glossary of Industry Terms and Concepts3Our Company5Risk Factors6Cautionary Statement Regarding Forward-Looking Statements7Use of Proceeds10Dividend Policy11Description of Share Capital and Constitution12Description of Debt Securities23Description of Warrants24Description of Subscription Rights25Description of Purchase Contracts26Description of Units27Form of Securities28Selling Security Holders30Plan of Distribution31Legal Matters33Experts34Service of Process and Enforceability of Civil Liabilities35Where You Can Find Additional Information36Information Incorporated by Reference37 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 by the Selling Holders of Ordinary shares in one or more offerings or otherwise as describedunder “Plan of Distribution”. The second part is the accompanying prospectus, which is part of a registrationstatement that we filed with the SEC using a “shelf” registration process. The accompanying prospectus providesyou with a general description of the securities that may be offered by the Selling Holders, some of which may notapply to this offering. This prospectu