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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________

FORM 10-Q

________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________

Commission File Number: 001-41072

________________________

IREN Limited

(Exact name of registrant as specified in its charter)

________________________


Australia			[Not Applicable]
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
Level 6, 55 Market Street Sydney, NSW 2000 Australia			2000
(Address of principal executive offices)			(Zip Code)

+61 2 7906 8301

(Registrant’s telephone number, including area code)

________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, no par value	IREN	The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of January 30, 2026, the registrant had 332,280,383 of its Ordinary shares outstanding.

TABLE OF CONTENTS


			Page
Part I - Financial Information
Item 1. Financial Statements			8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			41
Item 3. Quantitative and Qualitative Disclosures About Market Risk			62
Item 4. Controls and Procedures			62

Part II - Other Information
Item 1. Legal Proceedings			64
Item 1A. Risk Factors			65
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			65
Item 3. Defaults Upon Senior Securities			65
Item 4. Mine Safety Disclosures			65
Item 5. Other Information			65
Item 6. Exhibits			65
Signatures			68

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), that involve substantial risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies and trends we expect to affect our business. These statements often include words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “potential,” “could,” “would,” “may,” “will,” “forecast,” and other similar expressions. Forward-looking statements may also be made, verbally or in writing, by members of our Board or management team in connection with this Quarterly Report. Such statements are subject to the same limitations, uncertainties, assumptions and disclaimers set out in this document. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. The forward-looking statements are subject to and involve risks, uncertainties and assumptions and you should not place undue reliance on these forward-looking statements. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations, and could cause actual results to differ materially from those expressed in the forward-looking statements. Factors that may materially affect such forward-looking statements include, but are not limited to:

•Bitcoin price and foreign currency exchange rate fluctuations;

•our ability to obtain additional capital on commercially reasonable terms and in a timely manner to meet our capital needs and facilitate our expansion plans;

•the terms of any future financing or any refinancing, restructuring or modification to the terms of any existing or future financing, which could require us to comply with onerous covenants, restrictions or guarantees, and our ability to service our debt obligations;

•our ability to successfully execute on our growth strategies and operating plans, including our ability to continue to develop our existing data center sites, design and deploy direct-to-chip liquid cooling systems, and diversify and expand into the market for high-performance computing (“HPC”) solutions (including the market for AI Cloud Services and potential colocation services such as powered shell, build-to-suit and turnkey data centers (“Colocation Services”) (collectively “HPC and AI services”));

•our limited experience with respect to new markets we have entered or may seek to enter, including the market for HPC and AI services;

•our ability to remain competitive in dynamic and rapidly evolving industries;

•expectations with respect to the ongoing profitability, viability, operability, security, popularity and public perceptions of the Bitcoin network;

•expectations with respect to the useful life and obsolescence of hardware (including GPUs, hardware for Bitcoin mining and any current or future HPC and AI services we offer);

•delays, increases in costs or reductions in the supply of equipment used in our operations including as a result of tariffs and duties, and certain equipment (including GPUs, hardware for Bitcoin mining and any other hardware for any current or future HPC and AI services we offer) being in high demand due to global supply chain constraints, and our ability to secure additional hardware (including GPUs, hardware for Bitcoin mining and any other hardware for any current or future HPC and AI services we offer), on commercially reasonable terms or at all;

•expectations with respect to the profitability, viability, operability, security, popularity and public perceptions of any current and future HPC and AI services we offer;

•our ability to secure and retain customers on commercially reasonable terms or at all, particularly as it relates to our strategy to expand into markets for HPC and AI services;

•our ability to establish and maintain a customer base for our HPC and AI services business and customer concentration;

•our ability to manage counterparty risk (including credit risk) associated with any current or future customers, including customers of our HPC and AI services and other counterparties;

•the risk that any current or future customers, including customers of our HPC and AI services or other counterparties, may terminate, default on or underperform their contractual obligations;

•our ability to perform under, and observe our obligations pursuant to, contractual obligations with counterparties, including customers of our HPC and AI services;

•changing political and geopolitical conditions, including changing international trade policies and the implementation of wide-ranging, reciprocal and retaliatory tariffs, surtaxes and other similar import or export duties, or trade restrictions;

•Bitcoin global hashrate fluctuations;

•our ability to secure renewable energy, renewable energy certificates, power capacity, timely grid connections, facilities and sites on commercially reasonable terms or at all;

•delays and costs associated with, or failure to obtain or complete, permitting approvals, grid connections and other development activities customary for greenfield or brownfield infrastructure projects, including as a result of the Electric Reliability Council of Texas’s (“ERCOT”) announced amendments to the approval process for large load interconnection requests;

•our reliance on power, network and utilities providers, third party mining pools, exchanges, banks, insurance providers and our ability to maintain relationships with such parties;

•expectations regarding availability and pricing of electricity;

•our participation and ability to successfully participate in demand response products and services and other load management programs run, operated or offered by electricity network operators, regulators or electricity market operators;

•the availability, reliability and/or cost of electricity supply, hardware and electrical and data center infrastructure, including with respect to any electricity outages and any laws and regulations that may restrict the electricity supply available to us;

•any variance between the actual operating performance of our miner hardware achieved compared to the nameplate performance including hashrate;

•electricity market risks relating to changes in laws, regulations and requirements of market operators, network operators and/or regulatory bodies, including with respect to interconnection of facilities of large electrical loads to the ERCOT grid (for example, via a process that may batch multiple large load interconnection requests), grid stability, voltage ride-through, frequency ride-through and curtailment obligations;

•heightened complexity and additional constraints in energy markets including load ramp requirements by utilities or grid operators which may not align with our planned data denter development and commissioning timelines;

•our ability to curtail our electricity consumption and/or monetize electricity depending on market conditions, including changes in Bitcoin mining economics and prevailing electricity prices;

•actions undertaken or inaction by electricity network and market operators, regulators, governments or communities in the regions in which we operate, including such actions that could result in the estimated power availability at secured sites being materially less than initially expected, available too late, delayed, conditioned upon technical or operational requirements or not available in each case whether at sustainable cost or at all;

•the availability, suitability, reliability and cost of internet connections at our facilities;

•our ability to operate in an evolving regulatory environment;

•our ability to successfully operate and maintain our property and infrastructure;

•reliability and performance of our infrastructure compared to expectations;

•malicious attacks on our property, infrastructure or IT systems;

•our ability to secure connection agreements to access power sources and permits or to maintain in good standing the operating and other permits, approvals and/or licenses required for our operations, construction activities and business which could be delayed by regulatory approval processes, may not be successful or may be cost prohibitive;

•our ability to obtain, maintain, protect and enforce our intellectual property rights and confidential information;

•any intellectual property infringement and product liability claims;

•whether the secular trends we expect to drive growth in our business materialize to the degree we expect them to, or at all;

•any pending or future acquisitions, dispositions, joint ventures or other strategic transactions, including our ability to consummate any such transactions on terms favorable to the Group or at all;

•the occurrence of any environmental, health and safety incidents at our sites, and any material costs relating to environmental, health and safety requirements or liabilities;

•damage to our property and infrastructure and the risk that any insurance we maintain may not fully cover all potential exposures;

•settlement and termination of proceedings relating to the default under certain equipment financing facilities, ongoing securities litigation, and any future litigation, claims and/or regulatory investigations, and the costs, expenses, use of resources, diversion of management time and efforts, liability and damages that may result therefrom;

•our failure to comply with any laws including the anti-corruption laws of the United States and various international jurisdictions;

•any failure of our compliance and risk management methods;

•any laws, regulations and ethical standards that may relate to our business, including those that relate to data centers, HPC and AI services, Bitcoin and the Bitcoin mining industry and those that relate to any other services we offer, including laws and regulations related to data privacy, cybersecurity and the storage, use or processing of information and consumer laws;

•our ability to attract, motivate and retain senior management and qualified employees;

•increased risks to our global operations including, but not limited to, political instability, acts of terrorism, theft and vandalism, cyberattacks and other cybersecurity incidents and unexpected regulatory and economic sanctions changes, among other things;

•climate change, severe weather conditions and natural and man-made disasters that may materially adversely affect our business, financial condition and results of operations;

•public health crises, including an outbreak of an infectious disease and any governmental or industry measures taken in response;

•damage to our brand and reputation;

•evolving stakeholder expectations and requirements relating to environmental, social or governance (“ESG”) issues or reporting, including actual or perceived failure to comply with such expectations and requirements;

•volatility with respect to the market price of our ordinary shares (“Ordinary shares”);

•that we do not currently pay any cash dividends on our Ordinary shares, and may not in the foreseeable future and, accordingly, your ability to achieve a return on your investment in our Ordinary shares will depend on appreciation, if any, in the price of our Ordinary shares; and

•other risk factors disclosed under “Part 1. Item 1.A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2025 (the “Annual Report”) and “Part II. Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as such factors may be updated from time to time in our other filings with the SEC, including under the caption “Risk Factors” in this Quarterly Report, accessible on the SEC’s website at www.sec.gov and the Investor Relations section of the Company’s website at https://investors.iren.com.

The foregoing list of factors is not exhaustive and does not necessarily include all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements.

These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Quarterly Report. Any forward-looking statement that the Company makes in this Quarterly Report speaks only as of the date of such statement. Except as required by law, the Company disclaims any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise.

GLOSSARY OF TERMS AND CONCEPTS

This Quarterly Report includes a number of terms and concepts which are defined as follows:

•AI Cloud Services: platforms that provide access to AI/ML capabilities through cloud-based infrastructure.

•AI/ML: Artificial Intelligence and Machine Learning. Artificial Intelligence (“AI”) is computer software that mimics human cognitive abilities in order to perform complex tasks, such as decision making, data analysis, language translation and a variety of tools and services across the emergent AI industry that have been developed to leverage AI capabilities. Machine Learning (“ML”) is a subset of AI in which algorithms are trained on data sets to become machine learning models capable of performing specific tasks.

•ASICs: An Application Specific Integrated Circuit is a type of integrated circuit that is custom-designed for a particular use, rather than intended for general-purpose use.

•Bitcoin: A system of global, decentralized, scarce, digital money as initially introduced in a white paper titled Bitcoin: A Peer-to-Peer Electronic Cash System by Satoshi Nakamoto.

•Bitcoin network: The collection of all nodes running the Bitcoin protocol. This includes miners that use computing power to maintain the ledger and add new blocks to the blockchain.

•block: A bundle of transactions analogous with digital pages in a ledger. Transactions are bundled into blocks, which are then added to the ledger. Miners are rewarded for “mining” a new block.

•blockchain: A software program containing a cryptographically secure digital ledger that maintains a record of all transactions that occur on the network, that enables peer-to-peer transmission of transaction information, and that follows a consensus protocol for confirming new blocks to be added to the blockchain.

•Board: The board of directors of the Company.

•Co-Founders and Co-Chief Executive Officers: Daniel Roberts and William Roberts.

•Company: IREN Limited.

•cryptocurrency or digital asset: Bitcoin and alternative coins, or “altcoins,” launched after the success of Bitcoin. This category is designed to serve functions including as a medium of exchange, store of value, and/or to power applications.

•difficulty: In the context of Bitcoin mining, a measure of the relative complexity of the algorithmic solution required for a miner to mine a block and receive the Bitcoin reward. An increase in global hashrate will temporarily result in faster block times as the mining algorithm is solved quicker - and vice versa if the global hashrate decreases. The Bitcoin network protocol adjusts the network difficulty every 2,016 blocks (approximately every two weeks) to maintain a target block time of 10 minutes.

•EH/s: Exahash per second. 1 EH/s equals one quintillion hashes per second (1,000,000,000,000,000,000 h/s).

•fiat currency: A government issued currency that is not backed by a physical commodity, such as gold or silver, but rather by the government that issued it.

•GPUs: Graphics processing units are a type of computing technology designed for parallel processing, which can be used in a wide range of applications, including graphics and video rendering, gaming, creative production and AI.

•Group: The Company and the entities it controlled at the end of, or during, the quarter ended December 31, 2025.

•hash: To compute a function that takes an input, and then outputs an alphanumeric string known as the “hash value.”

•hashrate: The speed at which a miner can produce computations (hashes) using the Bitcoin network’s algorithm, expressed in hashes per second. The hashrate of all miners on a particular network is referred to as the global hashrate.

•HPC: High-performance computing, which refers to the aggregation of computing power to achieve higher performance levels, often utilized to perform complex calculations in fields including science, engineering, finance, AI/ML, and business. It typically involves using supercomputers or clusters of computers, often employing parallel processing, to perform calculations simultaneously, thereby greatly reducing computation time.

•miner: Individuals or entities who operate a computer or group of computers that compete to mine blocks. Bitcoin miners who successfully mine blocks are rewarded with new Bitcoin as well as any transaction fees.

•mining: The process by which new Bitcoin blocks are created, and thus new transactions are added to the blockchain in the Bitcoin network.

•mining pools: Mining pools are platforms for miners to contribute their hashrate in exchange for digital assets, including Bitcoin, and in some cases regardless of whether the pool effectively mines any block. Miners tend to join pools to increase payout frequency, with pools generally offering daily payouts, and to externalize to the pool the risk of a block taking longer than statistically expected from the network difficulty. Mining pools offers these services in exchange for a fee.

•MW: Megawatts. 1MW equals 1,000 kilowatts.

PART I-FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


			Page
Unaudited Financial Statements
Unaudited Condensed Consolidated Balance Sheets			9
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)			10
Unaudited Condensed Consolidated Statements of Stockholders’ Equity			11
Unaudited Condensed Consolidated Statements of Cash Flows			13
Notes to the Unaudited Condensed Consolidated Financial Statements			14


IREN Limited
Condensed Consolidated Balance Sheets
(Unaudited, in USD thousands, except share and per share data)


	Note	December 31, 2025		June 30, 2025
Assets
Current assets
Cash and cash equivalents		$	3,260,589	$	564,526
Accounts receivable, net		9,606		1,564
Deposits and prepaid expenses	7	55,330		45,908
Derivative assets	10	—		5,756

Income taxes receivable	20	—		2,581
Assets held for sale	9	20,102		—
Other assets and other receivables		37,794		20,838
Total current assets		3,383,421		641,173

Non-current assets
Property, plant and equipment, net	9	3,170,451		1,930,567
Intangible assets, net	12	107,573		—
Operating lease right-of-use asset, net	14	1,328		1,463
Deposits and prepaid expenses	7	148,822		32,916

Financial assets	8	—		211,617
Derivative assets	10	215,700		122,100

Other non-current assets		282		486
Total non-current assets		3,644,156		2,299,150
Total assets		$	7,027,577	$	2,940,323

Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	13	$	576,268	$	144,115
Operating lease liability, current portion	14	402		404
Finance lease liability, current portion	9, 14	61,854		—
Income taxes payable, current portion	20	752		—
Deferred revenue, current portion	5	6,794		884
Other liabilities, current portion	15	36,061		3,945
Total current liabilities		682,131		149,347

Non-current liabilities
Operating lease liability, less current portion	14	936		1,063
Finance lease liability, less current portion	9, 14	94,060		—
Convertible notes payable	16	3,685,296		962,765
Deferred revenue, less current portion	5	39,831		—
Deferred tax liabilities	20	8,055		7,971
Income taxes payable, less current portion	20	2,292		1,454
Other liabilities, less current portion	15	3,783		234
Total non-current liabilities		3,834,253		973,488
Total liabilities		4,516,384		1,122,835

Commitments and contingencies (See Note 21)

Stockholders’ equity
Ordinary shares, no par value; 331,759,177 and 258,103,209 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively	17	4,668,372		2,355,056
B Class shares, no par value; 2 shares authorized; and 2 shares issued and outstanding as of December 31, 2025 and June 30, 2025	17	—		—
Additional paid-in capital		(1,757,926)		88,672
Retained earnings (accumulated deficit)		(366,963)		(596,167)
Accumulated other comprehensive income (loss)		(32,290)		(30,073)
Total stockholders’ equity		2,511,193		1,817,488
Total liabilities and stockholders’ equity		$	7,027,577	$	2,940,323

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.


IREN Limited
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited, in USD thousands, except share and per share data)


		Three Months Ended December 31,				Six Months Ended December 31,
	Note	2025		2024		2025		2024
Revenue:
Bitcoin mining revenue		$	167,394	$	113,483	$	400,342	$	163,058
AI Cloud Services revenue		17,298		2,661		24,645		5,850
Total revenue		184,692		116,144		424,987		168,908

Cost of revenue (exclusive of depreciation and amortization shown below):
Bitcoin mining	3	(63,368)		(32,019)		(143,313)		(63,646)
AI Cloud Services	3	(2,395)		(275)		(3,123)		(507)
Total cost of revenue		(65,763)		(32,294)		(146,436)		(64,153)

Operating (expenses) income:
Selling, general and administrative expenses	4	(100,755)		(28,892)		(239,114)		(54,064)
Depreciation and amortization	9	(99,176)		(36,077)		(184,402)		(70,008)
Impairment of assets	9	(31,755)		—		(48,012)		(6,942)
Gain (loss) on disposal of property, plant and equipment	9	7		(681)		(6)		152
Other operating expenses		(5,468)		(3,994)		(5,468)		(8,399)
Other operating income		1,815		3,104		5,643		4,730
Total operating (expenses) income		(235,332)		(66,540)		(471,359)		(134,531)
Operating (loss) income		(116,403)		17,310		(192,808)		(29,776)

Other (expense) income:
Finance expense		(10,668)		(1,722)		(19,948)		(1,744)
Interest income		15,775		1,587		22,903		3,876
Increase (decrease) in fair value of assets held for sale		(6,449)		516		(6,449)		(2,066)
Realized gain (loss) on financial instruments	8, 10	(2,910)		—		(8,666)		(4,215)
Unrealized gain (loss) on financial instruments	8, 10	(107,351)		(32,300)		557,642		(32,300)
Gain on partial extinguishment of financial liabilities	10	—		—		—		—
Debt conversion inducement expense		(111,799)		—		(111,799)		—
Foreign exchange gain (loss)		1,878		(4,563)		(3,504)		(3,373)
Other non-operating income		—		289		—		294

Total other (expense) income		(221,524)		(36,193)		430,179		(39,528)

Income (loss) before taxes		(337,927)		(18,883)		237,371		(69,304)
Income tax (expense) benefit	20	182,520		(3,005)		(8,167)		(4,287)
Net income (loss)		$	(155,407)	$	(21,888)	$	229,204	$	(73,591)

Net income (loss) per share of Ordinary shares:
Basic net income (loss) per share of Ordinary shares	19	$	(0.52)	$	(0.10)	$	0.81	$	(0.37)
Basic weighted-average shares used in computing net income (loss) per share of Ordinary shares	19	298,027,356		210,470,186		284,234,636		199,866,316

Diluted net income (loss) per share of Ordinary shares	19	$	(0.52)	$	(0.10)	$	0.68	$	(0.37)
Diluted weighted-average shares used in computing net income (loss) per share of Ordinary shares	19	298,027,356		210,470,186		349,832,503		199,866,316

Net income (loss)		$	(155,407)	$	(21,888)	$	229,204	$	(73,591)
Other comprehensive income (loss):
Change in foreign currency translation adjustments		3,241		(11,959)		(2,217)		(10,105)
Total comprehensive income (loss)		$	(152,166)	$	(33,847)	$	226,987	$	(83,696)

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.


IREN Limited
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited, in USD thousands, except share and per share data)

Six Months Ended December 31, 2025


	Ordinary shares			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balance, June 30, 2025	257,211,899	$	2,355,056	$	88,672	$	(596,167)	$	(30,073)	$	1,817,488
Issuance of Ordinary shares – at-the-market offering, net of issuance costs	23,041,102	599,918		—		—		—		599,918
Issuance of Ordinary shares – restricted stock units	314,237	1,787		—		—		—		1,787
Issuance of Ordinary shares – stock options	2,309,065	8,827		—		—		—		8,827
Stock-based compensation		—		68,994		—		—		68,994
Change in foreign currency translation adjustments	—	—		—		—		(5,458)		(5,458)
Net income (loss)	—	—		—		384,611		—		384,611
Balance, September 30, 2025	282,876,303	2,965,588		157,666		(211,556)		(35,531)		2,876,167
Issuance of Ordinary shares – at-the-market offering, net of issuance costs	—	—		—		—		—		—
Issuance of Ordinary shares – Equity Offering, net of issuance costs	39,699,102	1,634,847		—		—		—		1,634,847
Issuance of Ordinary shares – restricted stock units	9,122,733	67,806		—		—		—		67,806
Issuance of Ordinary shares – stock options	61,039	131		—		—		—		131
Stock-based compensation	—	—		(9,574)		—		—		(9,574)
Repurchase of the 2030 Convertible Notes and 2029 Convertible Notes	—	—		(981,018)		—		—		(981,018)
Reclassification of 2030 Prepaid Forward Contract and 2029 Prepaid Forward Contract	—	—		(665,400)		—		—		(665,400)
Reclassification of 2030 Capped Call Transactions and 2029 Capped Call Transactions	—	—		(259,600)		—		—		(259,600)
Change in foreign currency translation adjustments	—	—		—		—		3,241		3,241
Net income (loss)	—	—		—		(155,407)		—		(155,407)
Balance, December 31, 2025	331,759,177	$	4,668,372	$	(1,757,926)	$	(366,963)	$	(32,290)	$	2,511,193


IREN Limited
Condensed Consolidated Statements of Stockholders’ Equity (continued)
(Unaudited, in USD thousands, except share and per share data)

Six Months Ended December 31, 2024


	Ordinary shares			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount
Balance, June 30, 2024	186,367,686	$	1,764,289	$	51,286	$	(683,109)	$	(34,994)	$	1,097,471
Issuance of Ordinary shares – at-the-market offering, net of issuance costs	9,138,867	73,145		—		—		—		73,145
Issuance of Ordinary shares – restricted stock units	1,132,733	4,758		—		—		—		4,758
Issuance of Ordinary shares – stock options	490,196	991		—		—		—		991
Stock-based compensation		—		3,160		—		—		3,160
Change in foreign currency translation adjustments	—	—		—		—		1,854		1,854
Net income (loss)	—	—		—		(51,703)		—		(51,703)
Balance, September 30, 2024	197,129,482	1,843,183		54,446		(734,812)		(33,140)		1,129,677
Issuance of Ordinary shares – at-the-market offering, net of issuance costs	16,268,604	141,818		—		—		—		141,818
Issuance of Ordinary shares – restricted stock units	14,940	5		—		—		—		5
Issuance of Ordinary shares – stock options	91,962	99		—		—		—		99
Stock-based compensation	—	—		7,893		—		—		7,893
Change in foreign currency translation adjustments	—	—		—		—		(11,959)		(11,959)
Net income (loss)	—	—		—		(21,888)		—		(21,888)
Balance, December 31, 2024	213,504,988	$	1,985,105	$	62,339	$	(756,700)	$	(45,099)	$	1,245,645

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.


IREN Limited
Condensed Consolidated Statements of Cash Flows
(Unaudited, in USD thousands)


	Six Months Ended December 31,
	2025		2024
Operating activities
Net income (loss)	$	229,204	$	(73,591)
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities:
Depreciation and amortization	184,402		70,008
Impairment of assets	48,012		6,942
Change in fair value of assets held for sale	6,449		2,066
Realized (gain) loss on financial instruments	8,666		4,215
Unrealized (gain) loss on financial instruments	(557,642)		32,300
Debt conversion inducement expense	111,799		—
Other (income) expense	—		1,724
(Gain) loss on disposal of property, plant and equipment	6		(152)
Foreign exchange loss (gain)	7,714		3,373

Stock-based compensation expense	130,636		16,159
Amortization of debt issuance costs	3,381		151
Changes in assets and liabilities:
Accounts receivable and other receivables	(24,998)		2,906
Other assets	204		(189)
Financial asset, current	—		6,530

Tax related liabilities	7,646		2,688
Accounts payable and accrued expenses	(9,016)		44,447
Other liabilities	35,665		4,697
Deferred revenue	45,741		(268)
Prepayments and deposits	(13,736)		(74,652)
Operating lease liabilities	(129)		287
Net cash from (used in) operating activities	214,004		49,641

Investing activities
Payments for property, plant and equipment net of computer hardware	(720,001)		(244,890)
Payments for computer hardware	(279,708)		(326,061)
Payments for intangible assets	(107,573)		—
Payments for other prepayments and deposits	(14,362)		(4,797)
Proceeds from disposal of property, plant and equipment	—		8,318

Deposits paid for right-of-use assets	(10,184)		—
Net cash from (used in) investing activities	(1,131,828)		(567,430)

Financing activities
Payment of offering costs for the issuance of Ordinary shares	(18,495)		(670)
Proceeds from the issuance of Ordinary shares	2,250,782		231,666
Payment for induced conversion of convertible notes	(1,623,484)		—

Proceeds from loan funded shares	658		858
Proceeds from exercise of options	6,597		—
Proceeds from convertible notes	3,299,555		311,646
Payment of capped call transactions	(252,252)		—
Payment of borrowing transaction costs	(49,626)		(1,815)



Net cash from (used in) financing activities	3,613,735		541,685

Net increase (decrease) in cash and cash equivalents	2,695,911		23,896
Cash and cash equivalents at the beginning of the period	564,526		404,601
Effects of exchange rate changes on cash and cash equivalents	152		(1,224)
Cash and cash equivalents at the end of period	$	3,260,589	$	427,273

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements


IREN Limited
Condensed Consolidated Statements of Cash Flows (continued)
(Unaudited, in USD thousands)


	Six Months Ended December 31,
	2025		2024
Supplemental cash flow information:
Cash paid for interest	$	16,882	$	75
Cash paid for income taxes	516		1,353

Supplemental schedule of non-cash investing and financing activities:
Additions to right-of-use assets in exchange for lease liability	155,547		—
Property, plant and equipment in accounts payable and accrued expenses	448,277		102,108

Reclassification of property, plant and equipment to assets held for sale	20,102		2,952
Issuance of Ordinary shares - stock-based compensation settlements	71,296		4,995

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

Note 1. Organization

Nature of operations and corporate information

The Group is a leading provider of AI Cloud Services, delivering large-scale GPU clusters for AI training and inference. The Company’s vertically integrated platform is underpinned by an expansive portfolio of grid-connected land and data centers in renewable-rich regions across the U.S. and Canada.

Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements

Basis of presentation and principles of consolidation

Effective July 1, 2025, the Company is required to report to the United States Securities and Exchange Commission (“SEC”) on domestic forms and comply with domestic company rules in the United States. As a result, the Group transitioned from International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) to accounting principles generally accepted in the United States (“GAAP”) effective June 30, 2025, and has retroactively restated comparative periods.

The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial reporting. While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all the information and notes required by GAAP for complete financial statements. As such, the information included in this Quarterly Report should be read in conjunction with the Group’s Consolidated Financial Statements for the year ended June 30, 2025, and related notes thereto, included in the Annual Report. The results of operations for the interim periods are not necessarily indicative of the results to be expected for any future fiscal periods.

These Unaudited Condensed Consolidated Financial Statements of the Group include the accounts of the Company and its controlled subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany balances and transactions have been eliminated in consolidation.

The U.S. Dollar is the functional and presentation currency of the Company.

Use of estimates and assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.

Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The most significant accounting estimates inherent in the preparation of the Group’s Unaudited Condensed Consolidated Financial Statements include estimates associated with determining the useful lives and recoverability of long-lived assets, valuation of derivatives and financial assets classified under Level 3 of the fair value hierarchy, stock-based compensation, legal accruals and contingent liabilities, and current and deferred income tax assets (including the associated valuation allowance) and liabilities.

Significant accounting policies

Except as described below, there have been no material changes to our significant accounting policies disclosed in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements, of the Notes to the Consolidated Financial Statements included in our Annual Report.


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

Segment information

An operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, for which discrete financial information is available, whose operating results are regularly evaluated by the chief operating decision maker (“CODM”) to assess performance and allocate resources. The Group’s CODM is William Roberts, the Co-Chief Executive Officer (“Mr. Roberts”). As of December 31, 2025, the Company has identified two reportable segments, each evaluated separately by the CODM: Bitcoin mining and AI Cloud Services. The segments are organized by product lines rather than geographical location. The Bitcoin mining segment generates revenue by mining Bitcoin with the Group’s ASIC hardware, whereas the AI Cloud Services segment earns revenue from providing AI Cloud Services to third-party customers.

During the quarter ended September 30, 2025, the Group disaggregated its reportable segments to better align with its evolving business operations and strategic objectives. Accordingly, comparative information for prior periods has been recast to conform to the current-period presentation. Previously, the Group operated and reported as a single segment.

Mr. Roberts evaluates performance and allocates resources primarily using segment gross profit (loss), which is defined as segment revenue less segment cost of revenue (exclusive of depreciation and amortization expenses). Mr. Roberts is not provided with segment-specific operating expenses beyond cost of revenue; all other expenses are managed on a consolidated basis. Accordingly, the only expense category included in segment gross profit (loss) is cost of revenue, as there are no other segment items for the reportable segments. Mr. Roberts does not evaluate performance or allocate resources based on segment asset or liability information. Entity-wide disclosures are presented in the Company’s annual Form 10-K, consistent with Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting requirements.

Finance leases

For leases that are classified as finance leases, the Group recognizes a right‑of‑use asset and a corresponding finance lease liability at lease commencement, measured at the present value of future lease payments, using the interest rate implicit in the lease, or where that rate cannot be readily determined, its incremental borrowing rate.

The Group assesses at lease commencement whether it is reasonably certain to exercise a purchase option, considering factors such as the option price relative to the asset’s expected fair value, the significance of leasehold improvements, and operational requirements. When exercise is reasonably certain, the option price is included in the measurement of the right-of-use asset and lease liability.

The Group accounts for certain finance leases related to GPU financing arrangements using a portfolio approach under ASC Topic 842, Leases (“ASC 842”). Specifically, the Group applies the lease accounting model to a portfolio of leases with similar characteristics (including underlying asset type, contractual terms, payment structure and end-of-term provisions) when management reasonably expects that applying ASC 842 at a portfolio level will not differ materially from applying the guidance to the individual leases. The Group uses common assumptions for the portfolio and reassesses the appropriateness of the portfolio approach when there are changes in facts and circumstances, including changes to contractual terms, commencement timing, or other factors that could result in material differences compared to individual-lease accounting.

The finance lease right‑of‑use asset is included within “Property, plant and equipment, net” on the Condensed Consolidated Balance Sheets and is depreciated on a straight‑line basis over the estimated useful life of the underlying asset, as the Group is reasonably certain to exercise its purchase options. Interest expense on finance lease liabilities is recognized using the effective interest method over the lease term and is generally presented within “Finance expense” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The Group’s finance leases primarily relate to GPU hardware.


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

Finite-lived intangible assets

Intangible assets with finite lives are comprised of connection rights which represent contractual rights to access and use electricity, network and/or other infrastructure capacity at specific sites. These rights are recognized as intangible assets when the Group obtains control of the rights and it is probable that the expected future economic benefits will flow to the Group.

Connection rights acquired in a business combination are initially recognized at their fair value as of the acquisition date. Connection rights acquired separately are initially measured at cost, which includes any directly attributable costs necessary to bring the asset to the condition and location necessary for its intended use.

Connection rights are classified as finite-lived intangible assets and are amortized on a straight-line basis over the shorter of their contractual term and their estimated period of economic benefit. The Group reviews the useful lives, residual values and amortization methods of connection rights at least annually, and adjusts them prospectively if expectations change.

Connection rights are carried at cost (or acquisition-date fair value) less accumulated amortization and accumulated impairment losses. The Group evaluates connection rights for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When such indicators exist, the Group compares the carrying amount of the asset (or asset group) with its estimated undiscounted future cash flows. If the carrying amount exceeds the undiscounted cash flows, an impairment loss is recognized for the excess of the carrying amount over the asset’s fair value, with the loss recorded in “Impairment of assets” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Recent accounting pronouncements

The Group continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Group’s financial reporting, the Group undertakes a study to determine the consequences of the change to its Unaudited Condensed Consolidated Financial Statements and ensures that there are proper controls in place to ascertain that the Group’s Unaudited Condensed Consolidated Financial Statements properly reflect the change.

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures (1) for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and (2) for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Group adopted ASU 2023-09 for its annual period beginning July 1, 2025, which did not have a material impact on the Unaudited Condensed Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-04, Debt (Subtopic 470-20): Debt with Conversion and Other Options (“ASU 2024-04”). ASU 2024-04 clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. ASU 2024-04 is effective for reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. The Group early adopted ASU 2024-04 on July 1, 2025, using the prospective transition approach. As a result of our adoption, the Group accounted for the repurchase of the 3.25% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”) and 3.50% Convertible Senior Notes due 2029 (the “2029 Convertible Notes”), as an induced conversion. Refer to Note 16 Convertible notes payable for additional details.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses, where entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted. The Group early adopted ASU 2025-05 on July


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

1, 2025, using the prospective transition approach, which did not have a material impact on the Unaudited Condensed Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 updates the guidance in Topic 270 by improving navigability of the required interim disclosures, clarifying when that guidance is applicable and requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for annual periods beginning after December 15, 2027 and interim periods within annual reporting periods beginning after December 15, 2028; early adoption is permitted. The Group is currently assessing the impact of adopting the standard.

Note 3. Cost of revenue

The components of cost of revenue (exclusive of depreciation and amortization) are as follows:


	Three Months Ended December 31, 2025
(in USD thousands)	Bitcoin mining		AI Cloud Services		Total
Electricity	$	58,916	$	794	$	59,710
Employee benefits	3,397		1,217		4,614
Other direct expenses	1,055		384		1,439
Total cost of revenue	$	63,368	$	2,395	$	65,763


	Three Months Ended December 31, 2024
(in USD thousands)	Bitcoin Mining		AI Cloud Services		Total
Electricity	$	30,112	$	59	$	30,171
Employee benefits	1,447		165		1,612
Other direct expenses	460		51		511
Total cost of revenue	$	32,019	$	275	$	32,294


	Six Months Ended December 31, 2025
(in USD thousands)	Bitcoin mining		AI Cloud Services		Total
Electricity	$	134,745	$	903	$	135,648
Employee benefits	6,411		1,677		8,088
Other direct expenses	2,157		543		2,700
Total cost of revenue	$	143,313	$	3,123	$	146,436


	Six Months Ended December 31, 2024
(in USD thousands)	Bitcoin mining		AI Cloud Services		Total
Electricity	$	59,896	$	97	$	59,993
Employee benefits	2,821		315		3,136
Other direct expenses	929		95		1,024
Total cost of revenue	$	63,646	$	507	$	64,153


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

Note 4. Selling, general, and administrative expenses

The components of selling, general and administrative expenses are as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
(in USD thousands)	2025		2024		2025		2024
Employee benefits	$	8,553	$	4,902	$	16,917	$	9,964
Payroll taxes on stock-based compensation	6,843		471		39,617		1,606
Professional fees	9,277		3,553		16,066		6,378
Stock based compensation	58,231		7,975		130,636		16,159
Insurance	3,823		4,650		8,996		7,642
Renewable energy certificates	2,705		1,401		5,529		2,049
Property taxes	1,889		231		3,524		556
Non-refundable provincial sales tax	1,955		1,329		3,444		2,302
Sponsorships and marketing	1,997		857		5,077		1,435
Other selling, general and administrative expenses	5,482		3,524		9,308		5,974
Total selling, general and administrative expenses	$	100,755	$	28,892	$	239,114	$	54,064

Note 5. Revenue

Disaggregation of Revenue

The Group primarily generates its revenue through Bitcoin mining and AI Cloud Services. The Group’s revenues are disaggregated by geographical region based on the location of the contracting entity and type of service or goods. For the periods presented in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), all Bitcoin mining revenue was generated in Australia and all AI Cloud Services revenue was generated in Canada.

Contract Balances

The timing of revenue recognition, billings and cash collections result in accounts receivable and deferred revenue. A receivable is recorded at the invoice amount, net of an allowance for credit losses, and is recognized in the period when the Group has the right to invoice its customers and when its right to consideration is unconditional. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 5-10 days.

Deferred revenue, including current and non-current balances as of December 31, 2025 and June 30, 2025, was $46,625,000 and $884,000, respectively. For the three and six months ended December 31, 2025, revenue recognized from deferred revenue at the beginning of the period was $683,000 and $856,000, respectively. For the three and six months ended December 31, 2024, revenue recognized from deferred revenue at the beginning of the period was $529,000 and $480,000, respectively.

Remaining Performance Obligations (“RPO”)

As of December 31, 2025, the Group had $289,411,000 of unsatisfied RPO, of which $150,072,000 is expected to be recognized over the initial 12 months ending December 31, 2026, $135,580,000 between months 13 and 24, and the remaining balance recognized between months 25 and 60.

Strategic Customer Agreement

On November 2, 2025, the Group entered into an agreement with Microsoft Corporation (the “Microsoft Agreement”) to provide dedicated GPU services in tranches at data center facilities located in Childress, Texas, over an average term of


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

five years. The total contract value is approximately $9.7 billion over the term of the agreement, with 20% of the contract value to be paid prior to the applicable delivery date of each tranche.

The Group includes amounts in unsatisfied RPO only for tranches that have been delivered and accepted of which there have been nil as of the reporting date. Consideration related to future tranches is not included in unsatisfied RPO until those tranches are delivered.

Significant Financing Component

Certain customer contracts include significant advance prepayments. The Group assessed whether these terms create a significant financing component under ASC Topic 606, Revenue from Contracts with Customers. Interest expense related to significant financing components was nil for each of the periods ended December 31, 2025 and December 31, 2024, respectively.


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

Note 6. Segment information

The Group’s significant expense categories and amounts that are regularly provided to, and used by, the CODM in assessing performance and allocating resources and that are included in each reported measure of segment profit or loss are presented by reportable segments in Note 3 — Cost of revenue.

The following table presents revenue and cost of revenue for the Group’s reportable segments, reconciled to the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss):


(in USD thousands)	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024		2025		2024
Reportable segment revenue
Bitcoin mining revenue	$	167,394	$	113,483	$	400,342	$	163,058
AI Cloud Services revenue	17,298		2,661		24,645		5,850
Total segment and consolidated revenue	184,692		116,144		424,987		168,908

Reportable segment cost of revenue (exclusive of depreciation and amortization shown below):
Bitcoin mining	(63,368)		(32,019)		(143,313)		(63,646)
AI Cloud Services	(2,395)		(275)		(3,123)		(507)
Total segment and consolidated cost of revenue	(65,763)		(32,294)		(146,436)		(64,153)

Segment gross profit (loss)	118,929		83,850		278,551		104,755

Reconciling items:
Selling, general and administrative expenses	(100,755)		(28,892)		(239,114)		(54,064)
Depreciation and amortization	(99,176)		(36,077)		(184,402)		(70,008)
Impairment of assets	(31,755)		—		(48,012)		(6,942)
Gain (loss) on disposal of property, plant and equipment	7		(681)		(6)		152
Other operating expenses	(5,468)		(3,994)		(5,468)		(8,399)
Other operating income	1,815		3,104		5,643		4,730
Finance expense	(10,668)		(1,722)		(19,948)		(1,744)
Interest income	15,775		1,587		22,903		3,876
Increase (decrease) in fair value of assets held for sale	(6,449)		516		(6,449)		(2,066)
Realized gain (loss) on financial instruments	(2,910)		—		(8,666)		(4,215)
Unrealized gain (loss) on financial instruments	(107,351)		(32,300)		557,642		(32,300)

Debt conversion inducement expense	(111,799)		—		(111,799)		—
Foreign exchange gain (loss)	1,878		(4,563)		(3,504)		(3,373)
Other non-operating income	—		289		—		294
Income tax (expense) benefit	182,520		(3,005)		(8,167)		(4,287)
Net income (loss)	$	(155,407)	$	(21,888)	$	229,204	$	(73,591)


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

Note 7. Deposits and prepayments

The components of deposits and prepaid expenses are as follows:


(in USD thousands)	December 31, 2025		June 30, 2025
Current
Prepayments	$	40,761	$	33,015
Security deposits	14,569		12,894
Total current deposits and prepaid expenses	$	55,330	$	45,908

Non-current
Security deposits	$	138,514	$	29,847
Computer hardware prepayments	4,619		$	3,068
Prepayments	5,689		$	—
Total non-current deposits and prepaid expenses	$	148,822	$	32,916

Total deposits and prepaid expenses	$	204,152	$	78,824

Prepayments

Prepayments at December 31, 2025 and June 30, 2025 primarily include electricity, insurance and lease prepayments made.

Security deposits

Security deposits at December 31, 2025 and June 30, 2025, include deposits paid for development projects.

Computer hardware prepayments

Computer hardware prepayments represent payments made by the Group for the purchase of mining and AI hardware that are yet to be delivered as of December 31, 2025 and June 30, 2025. These prepayments are in accordance with payment schedules set out in relevant purchase agreements with hardware manufacturers.

Note 8. Financial assets

The following table presents the Group’s Condensed Consolidated Balance Sheets classification of financial assets carried at fair value:


(in USD thousands)
Financial assets	Balance Sheet Line	December 31, 2025		June 30, 2025
2030 Prepaid forward contract	Financial assets - Non current	$	—	$	83,117
2029 Prepaid forward contract	Financial assets - Non current	—		128,500

Total financial assets		$	—	$	211,617


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

The following table presents the effect of financial assets on the Group’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss):


(in USD thousands)		Three Months Ended December 31,				Six Months Ended December 31,
Financial assets	Statement of Operations Line	2025		2024		2025		2024
2030 Prepaid forward contract	Unrealized gain (loss) on financial instruments	$	(6,300)	$	(17,700)	$	178,183	$	(17,700)
2029 Prepaid forward contract	Unrealized gain (loss) on financial instruments	(9,700)		—		275,600		—
Electricity financial asset	Realized (loss) on financial instruments	—		—		—		(4,215)
Total financial assets		$	(16,000)	$	(17,700)	$	453,783	$	(21,915)

The following tables show the valuation techniques used in measuring Level 2 fair values for the financial instruments in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), as well as the significant unobservable inputs used:


Fair Value Hierarchy Level	Asset Description	Valuation Technique	Significant Inputs
Level 2	2030 Prepaid forward contract	Analytical formula	Share price, risk free rate, dividend yield
Level 2	2029 Prepaid forward contract	Analytical formula	Share price, risk free rate, dividend yield
Level 2	Prepaid Electricity - Financial asset	Forward Price Approach	Forward Prices from OTC Global Holdings

Prepaid Forward Contracts

2030 Prepaid Forward Contract

On December 6, 2024, the Group issued $440,000,000 in aggregate principal amount of the 2030 Convertible Notes. In conjunction with the offering of the 2030 Convertible Notes, the Group entered also into a prepaid forward share purchase contract (“2030 Prepaid Forward Contract”) transactions with a financial institution (“2030 Forward Counterparty”). The 2030 Prepaid Forward Contract is a separate transaction to the 2030 Convertible Notes entered into by the Group with the 2030 Forward Counterparty and is not part of the terms of the 2030 Convertible Notes and will not affect any holder’s rights under the 2030 Convertible Notes. Holders of the 2030 Convertible Notes will not have any rights with respect to the 2030 Prepaid Forward Contract.

2029 Prepaid Forward Contract

On June 13, 2025, the Group issued $550,000,000 in aggregate principal amount of the 2029 Convertible Notes. In conjunction with the offering of the 2029 Convertible Notes, the Group entered also into a prepaid forward share purchase contract (“2029 Prepaid Forward Contract”) transactions with a financial institution (“2029 Forward Counterparty”). The 2029 Prepaid Forward Contract is a separate transaction to the 2029 Convertible Notes entered into by the Group with the 2029 Forward Counterparty and is not part of the terms of the 2029 Convertible Notes and will not affect any holder’s rights under the 2029 Convertible Notes. Holders of the 2029 Convertible Notes will not have any rights with respect to the 2029 Prepaid Forward Contract.

The following table summarizes the key terms of the 2030 Prepaid Forward Contract and 2029 Prepaid Forward Contract (collectively, the “Prepaid Forward Transactions”):


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

2030 Prepaid Forward Contract

2029 Prepaid Forward Contract

Contractual expiration

August 15, 2030

February 15, 2030

Net proceeds used to purchase the contract (in thousands)

73,717

92,500

Aggregate number of Ordinary shares underlying the contract

5,700,000

8,818,000

Pricing date of the Ordinary shares underlying the contract

December 3, 2024

June 10, 2025

Reclassification to equity

During the quarter ended December 31, 2025, the Company’s shareholders approved the repurchase of the Company’s Ordinary shares underlying the Prepaid Forward Transactions, if so elected. Following shareholder approval at the Company’s annual general meeting, the Prepaid Forward Transactions met the conditions for equity classification under ASC Topic 815‑40, Contracts in Entity’s Own Equity (“ASC 815-40”). Accordingly, the Prepaid Forward Transactions were reclassified to stockholders’ equity as a reduction of additional paid‑in capital at their fair value on the date of shareholder approval of $665,400,000.

All of the Prepaid Forward Transactions were outstanding as of December 31, 2025.

Electricity financial asset

A subsidiary of the Group amended its Power Supply Agreement (“PSA”) for its Childress site on August 23, 2024, to transition to spot priced electricity based on actual usage. As a result, a realized loss of nil and $4,215,000 was incurred during the three and six months ended December 31, 2024, respectively.

Note 9. Property, plant and equipment, net

The components of property, plant and equipment were as follows:


(in USD thousands)	December 31, 2025		June 30, 2025
Mining hardware	$	1,079,663	$	1,135,584
GPU hardware	550,636		76,001
Buildings	686,948		639,750
Right-of-use assets - Finance lease	160,042		—
Plant and equipment	8,384		10,002
Land	29,702		13,086
Leasehold improvements	37		43
Construction in progress	1,038,321		237,734
Property, plant and equipment, gross	3,553,733		2,112,200
Less: Accumulated depreciation	(346,941)		(181,246)
Less: Impairment	(36,341)		(385)
Property, plant and equipment, net	$	3,170,451	$	1,930,567

Depreciation and amortization expense related to property, plant and equipment was $99,176,000 and $36,077,000 for the three months ended December 31, 2025 and 2024, respectively, and $184,402,000 and $70,008,000 for the six months ended December 31, 2025 and 2024, respectively.

During the six months ended December 31, 2025, the Group entered into lease financing arrangements for the acquisition of GPUs, together with related ancillary equipment. The arrangements provide financing for 100% of the purchase price and are structured as 36-month and 24-month leases, respectively. A portion of the leases commenced during the quarter


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

ended December 31, 2025, at which time the corresponding right-of-use assets and lease liabilities were recognized. The lease commencement dates for the remaining GPUs are expected to occur subsequent to December 31, 2025, at which time the corresponding right-of-use assets and lease liabilities will be recognized.

Impairment

Impairment of property, plant and equipment totaled $31,755,000 and $48,012,000 for the three and six months ended December 31, 2025, respectively. The impairment for the three months ended December 31, 2025 was primarily related to S21 Pro miners in British Columbia. The S21 Pro miners are expected to be displaced from the Group’s data centers as part of the Group’s strategic focus on expanding its AI Cloud Services. Management performed an impairment assessment as of December 31, 2025, resulting in a charge to reduce their carrying amount to estimated fair value. The estimated fair value was lower than the net carrying amount and was determined using Level 2 inputs, based on prices for similar assets.

Impairment of property, plant and equipment totaled nil and $6,942,000 for the three and six months ended December 31, 2024, respectively, and was primarily related to the initial classification of the S19j Pro miners as held for sale, as discussed under ‘Assets held for sale’ below.

Change in estimated useful life

On December 31, 2025, the Group reassessed the estimated useful life of its S21 Pro miners in Canal Flats in connection with its strategic focus on expanding AI Cloud Services and consistent with the impairment charges discussed above. Based on this assessment, the miners are now expected to remain in operation through September 2026, at which point they are anticipated to be sold. As a result, the estimated remaining useful life of the miners has been reduced, and the estimated residual value has been revised to approximately $9.5 million, reflecting the expected secondary market price at the anticipated disposal date. The estimated fair value was determined using Level 3 inputs.

On September 30, 2025, the Group reassessed the estimated useful life of its T21 miners in connection with its strategic focus on expanding AI Cloud Services and consistent with the impairment charges discussed above. Based on this assessment, the functioning T21 miners are now expected to remain in operation through June 2026, at which point they are expected to be sold. As a result, the estimated remaining useful life of the T21 miners has been reduced with effect from October 1, 2025, and the estimated residual value has been revised to approximately $5.8 million, reflecting the expected secondary market price at the anticipated disposal date. The estimated fair value was determined using Level 3 inputs.

The impact of these changes on the actual and expected depreciation expense is as follows:


	Years ended June 30,
(in USD thousands)	2026		2027		2028		2029
September 30, 2025 change in useful life	$	5,271	$	(5,255)	$	(5,068)	$	(780)
December 31, 2025 change in useful life	$	4,349	$	(4,166)	$	(8,444)	$	(1,213)

Construction in progress

The increase in construction in progress is primarily related to accumulated costs related to the development of data center infrastructure at Childress, Texas and the Sweetwater development projects in Texas, U.S., along with other early-stage development costs. Depreciation will commence on the development assets as each phase of the underlying infrastructure becomes available for use.

Assets held for sale

On December 31, 2025, the Group classified approximately 12,200 S21 Pro miners as held for sale in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360-10-45-9”) as the miners were no longer in use, were actively


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

marketed for sale, and their sale was deemed highly probable. Upon classification as held for sale, the Group recognized a loss on change in fair value of $6,449,000 to adjust the carrying value of the miners to their estimated fair value less costs to sell as at December 31, 2025.

On September 1, 2024, the Group classified the majority of its S19j Pro mining hardware as held for sale in accordance with ASC 360-10-45-9 as the miners were no longer in use, were actively marketed for sale, and their sale was deemed highly probable. Upon classification as held for sale, the Group recognized an impairment loss of $6,836,000. During the three and six months ended December 31, 2024, the Group recognized a fair value gain of $516,000 and a fair value loss of $2,066,000, respectively, to adjust the carrying value of the miners to their estimated fair value less costs to sell as at December 31, 2024.

Note 10. Derivatives

The following table presents the Group’s Condensed Consolidated Balance Sheets classification of derivatives carried at fair value:


(in USD thousands)		December 31, 2025				June 30, 2025
Derivative	Balance Sheet Line	Asset		Liability		Asset		Liability
Derivatives not designated as hedging instruments:
Bitcoin purchase option	Derivative assets - Current	$	—	$	—	$	5,756	$	—
Capped call transactions - 2030 Convertible Notes	Derivative assets - Non current	—		—		46,400		—
Capped call transactions - 2029 Convertible Notes	Derivative assets - Non current	—		—		75,700		—
Capped call transactions - 2031 Convertible Notes	Derivative assets - Non current	33,500		—		—		—
Capped call transactions - 2032 Convertible Notes	Derivative assets - Non current	93,900		—		—		—
Capped call transactions - 2033 Convertible Notes	Derivative assets - Non current	88,300		—		—		—
Total derivatives		$	215,700	$	—	$	127,856	$	—


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

The following table presents the effect of derivatives on the Group’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss):


(in USD thousands)		Three Months Ended December 31,				Six Months Ended December 31,
Derivative	Statement of Operations Line	2025		2024		2025		2024
Derivatives not designated as hedging instruments:
Bitcoin purchase option	Realized gain (loss) on financial instruments	$	(2,910)	$	—	$	(8,666)	$	—
Bitcoin purchase option	Unrealized gain (loss) on financial instruments	—		—		2,910		—
Capped call transactions - 2030 Convertible Notes	Unrealized gain (loss) on financial instruments	(23,700)		(14,600)		57,500		(14,600)
Capped call transactions - 2029 Convertible Notes	Unrealized gain (loss) on financial instruments	(31,100)		—		80,000		—
Capped call transactions - 2031 Convertible Notes	Unrealized gain (loss) on financial instruments	(21,782)		—		(21,782)		—
Capped call transactions - 2032 Convertible Notes	Unrealized gain (loss) on financial instruments	(7,902)		—		(7,902)		—
Capped call transactions - 2033 Convertible Notes	Unrealized gain (loss) on financial instruments	(6,867)		—		(6,867)		—
Total gain (loss) on derivatives		$	(94,261)	$	(14,600)	$	95,193	$	(14,600)

Capped Call Transactions

2030 Capped Call Transactions

In conjunction with the offering of the 2030 Convertible Notes, the Group entered into the capped call transactions with certain financial institutions (the “2030 Capped Call Transactions”). The 2030 Capped Call Transactions are generally expected to reduce potential dilution to holders of the Group’s Ordinary shares upon any conversion of the 2030 Convertible Notes and/or offset any cash payments the Group is required to make in excess of the principal amount of the 2030 Convertible Notes upon conversion of the 2030 Convertible Notes in the event that the market price per share of our Ordinary shares is greater than the strike price of the 2030 Capped Call Transactions, with such reduction and/or offset subject to a cap.

2029 Capped Call Transactions

In conjunction with the offering of the 2029 Convertible Notes, the Group entered into the capped call transactions with certain financial institutions (the “2029 Capped Call Transactions”). The 2029 Capped Call Transactions are generally expected to reduce potential dilution to holders of the Group's Ordinary shares upon any conversion of the 2029 Convertible Notes and/or offset any cash payments the Group is required to make in excess of the principal amount of the 2029 Convertible Notes upon conversion of the 2029 Convertible Notes in the event that the market price per share of our Ordinary shares is greater than the strike price of the 2029 Capped Call Transactions, with such reduction and/or offset subject to a cap.

2031 Capped Call Transactions

In conjunction with the Group’s offering of 0.00% Convertible Senior Notes due 2031 (the “2031 Convertible Notes”), the Group entered into the capped call transactions with certain financial institutions (the “2031 Capped Call Transactions”). The 2031 Capped Call Transactions are generally expected to reduce potential dilution to holders of the Group's Ordinary shares upon any conversion of the 2031 Convertible Notes and/or offset any cash payments the Group is required to make


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

in excess of the principal amount of the 2031 Convertible Notes upon conversion of the 2031 Convertible Notes in the event that the market price per share of our Ordinary shares is greater than the strike price of the 2031 Capped Call Transactions, with such reduction and/or offset subject to a cap.

2032 and 2033 Capped Call Transactions

In conjunction with the Group’s offering of 0.25% Convertible Senior Notes due 2032 (the “2032 Convertible Notes”) and 1.00% Convertible Senior Notes due 2033 (the “2033 Convertible Notes”), the Group entered into the capped call transactions with certain financial institutions (the “2032 Capped Call Transactions” and the “2033 Capped Call Transactions”, respectively). The 2032 Capped Call Transactions and 2033 Capped Call Transactions are generally expected to reduce potential dilution to holders of the Group's Ordinary shares upon any conversion of the 2032 Convertible Notes and 2033 Convertible Notes and/or offset any cash payments the Group is required to make in excess of the principal amount of the 2032 Convertible Notes and 2033 Convertible Notes upon conversion of the 2032 Convertible Notes and 2033 Convertible Notes in the event that the market price per share of our Ordinary shares is greater than the strike price of the 2032 Capped Call Transactions or 2033 Capped Call Transactions, with such reduction and/or offset subject to a cap.

The following tables summarize the key terms of the Capped Call Transactions:


	2031 Capped Call		2032 Capped Call		2033 Capped Call
Net proceeds used to purchase the Capped Call Transactions (in thousands)	$	56,700	$	104,305	$	96,715
Transaction costs expensed (in thousands)	$	1,418	$	2,503	$	1,547
Initial cap price	$	120.18	$	82.24	$	82.24
Last reported sale price of Ordinary shares	$	60.09	$	41.12	$	41.12
Date of last reported sale price of Ordinary shares	October 8, 2025		December 2, 2025		December 2, 2025

Reclassification to equity

During the quarter ended December 31, 2025, the Company’s shareholders approved the repurchase of the Company’s Ordinary shares underlying the 2030 Capped Call Transactions and the 2029 Capped Call Transactions, if so elected. Following shareholder approval, the 2030 Capped Call Transactions and the 2029 Capped Call Transactions met the conditions for equity classification under ASC 815‑40. Accordingly, the 2030 Capped Call Transactions and the 2029 Capped Call Transactions were reclassified to stockholders’ equity as a reduction of additional paid‑in capital at their fair value on the date of shareholder approval of $259,600,000.


	2030 Capped Call		2029 Capped Call
Net proceeds used to purchase the Capped Call Transactions (in thousands)	$	44,352	$	53,790
Transaction costs expensed (in thousands)	$	1,452	$	2,790
Initial cap price	$	25.86	$	20.98
Last reported sale price of Ordinary shares	$	12.93	$	10.49
Date of last reported sale price of Ordinary shares	December 3, 2024		June 10, 2025

Prior to their reclassification to equity, the Group estimated the fair value of the 2030 Capped Call Transactions and 2029 Capped Call Transactions using the Black-Scholes-Merton pricing model, which includes several inputs and assumptions including the risk-free interest rate, dividend yield, and the expected stock-price volatility. The following table represents


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

the significant and unobservable fair value assumptions used for Capped Call Transactions as at the date of shareholder approval:


	2030 Capped Call			2029 Capped Call
Closing share price	$45.83			$45.83
Long strike price	$	16.81		$	13.64
Short strike price	$	25.86		$	20.98
Risk free interest rate	3.62		%	3.59		%
Dividend yield	nil			nil
Expected volatility	62.5		%	62.5		%

Level 3 derivative assets

The Group determined that the 2031 Capped Call Transactions, 2032 Capped Call Transactions, and 2033 Capped Call Transactions are a Level 3 derivative asset given significant unobservable inputs are included in its valuation. The Group estimates the fair value of the derivative using the Black-Scholes-Merton pricing model, which includes several inputs and assumptions including the risk-free interest rate, dividend yield, and the expected stock-price volatility. The following table represents the significant fair value assumptions used for Capped Call Transactions as at December 31, 2025:


	2031 Capped Call			2032 Capped Call			2033 Capped Call
Closing share price	$	37.77		$	37.77		$	37.77
Long strike price	$	85.63		$	51.40		$	51.40
Short strike price	$	120.18		$	82.24		$	82.24
Risk free interest rate	3.71		%	3.79		%	3.87		%
Dividend yield	nil			nil			nil
Expected volatility	62.5		%	57.5		%	57.5		%

Volatility is a measure of the expected change in variables over a fixed period of time. Some financial instruments benefit from an increase in volatility and others benefit from a decrease in volatility. Generally, for a long position in an option, an increase in volatility would result in an increase in the fair values of financial instruments.

The following table reconciles the movement in the fair value of the Capped Call Transactions:


(in USD thousands)	2030 Capped Call		2029 Capped Call		2031 Capped Call		2032 Capped Call		2033 Capped Call		Total
Balance as at July 1, 2025	$	46,400	$	75,700	$	-	$	-	$	-	$	122,100
Initial recognition on October 14, 2025	-		-		55,282		-		-		55,282
Initial recognition on December 8, 2025	-		-		-		101,802		95,167		196,969
Unrealized gain (loss) recognized	57,500		80,000		(21,782)		(7,902)		(6,867)		100,949
Reclassification to equity	(103,900)		(155,700)		-		-		-		(259,600)
Balance as at December 31, 2025	$	-	$	-	$	33,500	$	93,900	$	88,300	$	215,700


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

Bitcoin purchase option

In June 2025, the Group entered into a supplemental agreement with Bitmain Technologies Delaware Limited (“Bitmain”) relating to outstanding payments under existing purchase option arrangements for mining hardware. Upon settlement of the outstanding obligation, the Group is entitled to a Bitcoin purchase option. The option allows the Group to acquire Bitcoin at a mutually agreed-upon price, subject to a six-month purchase period commencing on the date of payment. The Group may exercise the option in two equal tranches, with the right to purchase 50% of the Bitcoin at the end of each three-month interval during the purchase period.

The embedded Bitcoin purchase option was bifurcated from the host contract and is accounted for separately as a derivative financial instrument. It is initially and subsequently measured at fair value, with changes in fair value and any settlements recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). As of December 31, 2025, the Bitcoin purchase options were unexercised and had expired, and the derivative’s carrying value was reduced to nil.

The following tables show the valuation techniques used in measuring Level 2 fair values for the Bitmain purchase option in the Condensed Consolidated Balance Sheets, as well as the significant unobservable inputs used:


Fair Value Hierarchy Level	Asset Description	Valuation Technique	Significant Input
Level 2	Bitcoin purchase option	Monte Carlo simulation option pricing model and Black-Scholes option pricing model	Strike Bitcoin price, spot Bitcoin price, risk free rate, volatility

Note 11. Fair value measurement

Assets and liabilities that are measured in the Condensed Consolidated Balance Sheets at fair value are categorized into a three-level hierarchy based on the priority of the inputs to the valuation. The categorization within the hierarchy is based on the lowest level input that is significant to the fair value measurement, being:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability.

The following tables present the Group’s assets and liabilities measured at fair value on a recurring basis:


	Fair value measured as of December 31, 2025
(in USD thousands)	Total carrying value		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)





Derivative assets
2031 Capped Call Transactions	$	33,500	$	-	$	-	$	33,500
2032 Capped Call Transactions	93,900		-		-		93,900
2033 Capped Call Transactions	88,300		-		-		88,300
Total derivative assets	$	215,700	$	-	$	-	$	215,700


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)


	Fair value measured as of June 30, 2025
(in USD thousands)	Total carrying value		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Financial assets
2030 Prepaid Forward Contract	$	83,117	$	-	$	83,117	$	-
2029 Prepaid Forward Contract	128,500		-		128,500		-
Total financial assets	$	211,617	$	-	$	211,617	$	-

Derivative assets
2030 Capped Call Transactions	$	46,400	$	-	$	-	$	46,400
2029 Capped Call Transactions	75,700		-		-		75,700
Bitcoin purchase option	5,756		-		5,756		-
Total derivative assets	$	127,856	$	-	$	5,756	$	122,100

Fair value of financial instruments not recognized at fair value

The following tables present information about the Group’s financial instruments that are not recognized at fair value on the Condensed Consolidated Balance Sheets:


	Fair value measured as of December 31, 2025
(in USD thousands)	Total carrying value		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
2030 Convertible Notes	$	207,072	$	521,908	$	-	$	-
2029 Convertible Notes	227,671		695,197		-		-
2031 Convertible Notes	980,018		748,421		-		-
2032 Convertible Notes	1,135,280		1,077,605		-		-
2033 Convertible Notes	1,135,255		1,078,518		-		-
Total	$	3,685,296	$	4,121,649	$	-	$	-


	Fair value measured as of June 30, 2025
(in USD thousands)	Total carrying value		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
2030 Convertible Notes	$	427,837	$	483,089	$	-	$	-
2029 Convertible Notes	534,928		712,844		-		-
Total	$	962,765	$	1,195,933	$	-	$	-

There were no transfers between Level 1, 2 or 3 during the periods presented.


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

Refer to Note 8. Financial assets and Note 10. Derivatives for the significant fair value assumptions and the related movements and balances of financial instruments measured and recorded at fair value on a recurring basis.

Note 12. Intangible assets, net

The components of finite-lived intangible assets are as follows:


	December 31, 2025
(in USD thousands)		Acquired Intangibles, Gross		Accumulated Amortization		Acquired Intangibles, Net		Weighted-Average Lives (in years)
Connection rights for electricity services		$	105,073	$	—	$	105,073	12
Land purchase options		$	2,500	$	—	$	2,500	—
Total		$	107,573	$	—	$	107,573	12

The Group did not have any intangible assets as of June 30, 2025.

During the three months ended December 31, 2025, the Group acquired contractual rights to acquire land parcels and secured connection rights for electricity in Oklahoma. These transactions are accounted for as an asset acquisition. The total cost of the asset acquisition was $112.0 million. Amounts paid to obtain purchase rights are capitalized as intangible assets and reclassified to land upon exercise of the land purchase rights. The connection right is amortized on a straight‑line basis over 12 years, the contractual term, and is expected to begin in the fourth quarter of fiscal year 2028. The estimated amortization expense for each fiscal year is approximately $8.8 million.

For the three and six months ended December 31, 2025 and 2024, there was nil amortization expense related to finite-lived intangible assets.

Note 13. Accounts payable and accrued expenses

The components of accounts payable and accrued expenses are as follows:


(in USD thousands)	December 31, 2025		June 30, 2025
Accounts payable	$	232,590	$	81,747
Accrued expenses	343,678		42,368
Loss contingencies	—		20,000

Total accounts payable and accrued expenses	$	576,268	$	144,115

Loss contingencies

Non-Recourse SPVs

NYDIG, who was the lender under limited recourse equipment financing loans to IE CA 3 Holdings Ltd. and IE CA 4 Holdings Ltd. (bankrupt entities for which PricewaterhouseCoopers (“PwC”) is currently acting as receiver and trustee) (“Non-Recourse SPVs”), had brought claims against the Non-Recourse SPVs and the Company. All claims except the oppression remedy, which had been dismissed by the Trial Court, were unsuccessful. In addition PwC as receiver and trustee of the Non-Recourse SPVs’ estates continued its investigation of the affairs of the Non-Recourse SPVs in Canada and Australia. On August 12, 2025, the Company entered into a settlement agreement with NYDIG, PwC, the Non-Recourse SPVs and their local representatives in Australia to terminate all current proceedings and release all claims related to the financing loans and the subsequent receivership and bankruptcies. The Company has agreed to pay a


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

settlement amount to NYDIG of $20 million and such amount was recorded as a loss contingency in the Group’s consolidated financial statements as of June 30, 2025. The settlement amount was subsequently paid during the quarter ended September 30, 2025.

Note 14. Leases

The Group has finance leases that are material to the condensed consolidated financial statements and has provided the related interim disclosures below. The Group also has operating leases that are not material and have not changed materially since the Group’s Annual Report on Form 10‑K for the year ended June 30, 2025. For additional information regarding operating leases, refer to Note 17 in the Group’s Form 10‑K.

The following table shows the right-of-use assets and lease liabilities as of December 31, 2025 and June 30, 2025:


(in USD thousands)	December 31, 2025		June 30, 2025
Right-of-use assets:
Finance leases	159,291		—
Total right-of-use assets	$	159,291	$	—

Lease liabilities:
Finance leases	155,914		—
Total lease liabilities	$	155,914	$	—

The Group’s lease costs are comprised of the following:


	Three Months Ended December 31,				Six Months Ended December 31,
(in USD thousands)	2025		2024		2025		2024
Finance lease cost:
Amortization of ROU asset	751		—		751		—
Interest on lease liabilities	367		—		367		—
Total lease expense	$	1,118	$	—	$	1,118	$	—

The following table presents supplemental lease information:


	Six Months Ended December 31,
(in USD thousands)	2025			2024
Operating cash flows from finance leases	$	—		$	—
Investing cash flows from finance leases	$	10,184		$	—

Right-of-use assets obtained in exchange for finance lease liabilities	$	155,547		$	—

Weighted-average remaining lease term (in years):
Finance leases	2.3			0
Weighted-average discount rate:
Finance leases	9.6		%	—		%


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

The following table presents the Group’s future minimum lease payments as of December 31, 2025:


(in USD thousands)	Finance Leases
2026	$	35,130
2027	78,396
2028	51,893
2029	10,145
2030	—
Thereafter	—
Total undiscounted lease payments	$	175,564
Less present value discount	(19,650)
Present value of lease liabilities	$	155,914

Note 15. Other liabilities

The components of other liabilities are as follows:


(in USD thousands)	December 31, 2025		June 30, 2025
Current
Employee benefits	$	9,146	$	1,834
Payroll taxes	22,468		566
Accrued interest payable	2,542		1,545
Other liabilities	1,905		—
Total current other liabilities	$	36,061	$	3,945

Non-current
Employee benefits	$	306	$	234
Payroll taxes	$	3,477	—
Total non-current other liabilities	$	3,783	$	234

Total other liabilities	$	39,844	$	4,179


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

Note 16. Convertible notes payable

Details of the Group’s notes payable are as follows:


	2030 Convertible Notes		2029 Convertible Notes		2031 Convertible Notes		2032 Convertible Notes		2033 Convertible Notes		Total
Balance at July 1, 2025	$	427,837	$	534,928	$	—	$	—	$	—	$	962,765
Initial recognition on October 14, 2025	—		—		979,252		—		—		979,252
Initial recognition on December 8, 2025	—		—		—		1,135,136		1,135,134		2,270,270
Change in estimate related to accrued debt issuance costs	104		—		—		—		—		104
Interest expenses	7,775		10,409		766		328		856		20,134
Coupon interest payable	(6,698)		(8,948)		—		(184)		(735)		(16,565)
Induced conversion of notes	(221,946)		(308,718)		—		—		—		(530,664)
Convertible notes outstanding as at December 31, 2025	207,072		227,671		980,018		1,135,280		1,135,255		3,685,296
Convertible notes due within one year	—		—		—		—		—		—
Total convertible notes, net of portion due within one year	$	207,072	$	227,671	$	980,018	$	1,135,280	$	1,135,255	$	3,685,296

The following table summarizes the key terms of the convertible notes:


	2030 Convertible Notes			2029 Convertible Notes			2031 Convertible Notes		2032 Convertible Notes		2033 Convertible Notes
Issuance date	December 6, 2024			June 13, 2025			October 14, 2025		December 8, 2025		December 8, 2025
Maturity date	June 15, 2030			December 15, 2029			July 1, 2031		June 1, 2032		June 1, 2033
Remaining principal (in thousands)	$	212,310		$	233,389		$	1,000,000	$	1,150,000	$	1,150,000
Stated interest rate	3.25		%	3.50		%	0%		0.25%		1.00%
Interest payment dates	June 15 & December 15			June 15 & December 15			N/A		June 1 & December 1		June 1 & December 1
Effective interest rate	3.87		%	4.22		%	0.37%		0.45%		1.18%
Net proceeds (in thousands)1	$	311,646		$	392,393		$	927,300	$	1,033,189	$	1,040,779
Initial conversion rate2	59.4919			73.3299			11.6784		19.4533		19.4533
Initial conversion price	$	16.81		$	13.64		$	85.63	$	51.40	$	51.40
Principal amount per note	$	1,000		$	1,000		$	1,000	$	1,000	$	1,000

1 Net proceeds after deducting offering and issuance costs related to the convertible note and related financial instruments, where applicable.

2 Initial conversion rate of shares is per $1,000 principal amount of the relevant note.

Repurchase of the 2030 Convertible Notes and 2029 Convertible Notes

On December 2, 2025, the Company entered into separate, privately negotiated transactions with a limited number of holders of outstanding 2030 Convertible Notes and 2029 Convertible Notes to repurchase a portion of the 2030 Convertible Notes and 2029 Convertible Notes (the “Repurchase”) for cash. The settlement of the conversion of the 2030 Convertible Notes and 2029 Convertible Notes is through cash, ordinary shares, or a combination of both, at the Group’s election.


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

The total repurchase cost was approximately $1,632.4 million, which includes accrued and unpaid interest of $8.9 million. The repurchase was accounted for as an induced conversion in accordance with ASU 2024-04. The Company recorded an inducement expense of $111.8 million within “Debt conversion inducement expense” in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended December 31, 2025 and a charge to additional paid-in capital of $981.0 million within stockholders’ equity.

As of December 31, 2025, the Group has $445.7 million of aggregate principal amount of the 2030 Convertible Notes and 2029 Convertible Notes outstanding.

In conjunction with the issuance of the above 2032 Convertible Notes and 2033 Convertible Notes and Repurchase, on December 2, 2025, the Company entered into certain share purchase agreements. Refer to Note 17.

Note 17. Stockholders’ equity

We do not have a limit on our authorized share capital and do not recognize the concept of par value under Australian law.

The total number of Ordinary shares outstanding (including loan-funded shares) was 332,280,383 and 258,103,209 as at December 31, 2025 and June 30, 2025, respectively.

At-the-Market facility

On January 21, 2025, the Company filed a registration statement, including an accompanying at-the-market prospectus supplement relating to the offer and sale of $1,000,000,000 additional Ordinary shares. As of December 31, 2025, the Company has issued 66,707,732 Ordinary shares under an At Market Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co., Compass Point Research & Trading, LLC, Canaccord Genuity LLC, Citigroup Global Markets, J.P. Morgan Securities LLC and Macquarie Capital (USA) Inc. at varying prices generating an aggregate of approximately $999,999,452 in proceeds through September 2025, with no further amounts remaining available for sale under its prospectus supplement relating to the Sales Agreement and related prospectus supplement.

Equity Offering

In conjunction with the Repurchase, on December 2, 2025, the Company entered into certain share purchase agreements, by and between the Company and certain purchasers, pursuant to which the Company agreed to sell 39,699,102 Ordinary shares in a registered direct offering at a price of $41.12 per share (the “Equity Offering”). The issuance and sale of 39,699,102 Ordinary shares was completed on December 8, 2025.

Loan-funded shares

As at December 31, 2025 and June 30, 2025, there were 521,206 and 842,291 restricted ordinary shares issued to management under the Employee Share Plans as well as certain non-employee founders of PodTech Innovation Inc, which are treated as stock options for accounting purposes.

Dividends

No dividends were declared during the three and six months ended December 31, 2025 and 2024.

Note 18. Stock-based compensation

In June 2023, the Board approved the 2023 Long-Term Incentive Plan (“2023 LTIP”) under which participating employees and directors are typically granted RSUs in three tranches: two tranches with time-based vesting conditions and a third tranche with a performance-based vesting condition. As of December 31, 2025, the Company had an aggregate of 0 Ordinary shares reserved for future issuance under the 2023 LTIP.

In November 2025, the Company’s shareholders approved the 2025 Omnibus Incentive Plan (“2025 Omnibus Plan”) under which employees and directors may be granted equity compensation awards with time-based vesting conditions and


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

performance-based vesting conditions. As of December 31, 2025, the Company had an aggregate of 17.5 million Ordinary shares reserved for future issuance under the 2025 Omnibus Plan. As of December 31, 2025, no awards had yet been granted under the 2025 Omnibus Plan.

The Group’s stock-based compensation expense recognized during the three and six months ended December 31, 2025 and 2024, is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as follows:


	Three Months Ended December 31,				Six Months Ended December 31,
(in USD thousands)	2025		2024		2025		2024
Stock options	$	18,204	$	3,159	$	21,271	$	6,368
Service-based RSUs	34,582		4,327		76,650		8,833
Performance-based RSUs	5,445		489		32,715		958
Total stock-based compensation	$	58,231	$	7,975	$	130,636	$	16,159

Restricted stock units with service conditions

Stock-based compensation expense related to share-settled RSUs with service conditions is based on the fair value of the Group’s Ordinary shares on the date of grant. The Group recognizes stock-based compensation expense associated with such share-settled RSU awards on a straight-line basis over the vesting period of each service-based tranche.

The following table presents a summary of activity for the RSUs with service conditions under all plans during the six months ended December 31, 2025:


(in USD thousands, except share and per share amounts)	Number of units	Weighted average grant-date fair value		Aggregate intrinsic value
Outstanding as of June 30, 2025	15,567,267	$	7.68	$	226,815
Granted	4,693,808	14.95

Forfeited	(208,093)	11.04
Exercised	(5,500,069)	6.52
Outstanding as of December 31, 2025	14,552,913	$	10.42	$	549,664
Vested and exercisable as of December 31, 2025	582,152	$	5.82	$	21,988

The Group had approximately $93,244,000 of total unrecognized compensation expense related to unvested service condition RSUs granted, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.35 years.

Restricted stock units with market conditions

Stock-based compensation expense related to share-settled RSUs with market conditions is based on the Monte Carlo valuation method, which utilizes multiple input variables to determine the probability of the Group achieving the market condition and the fair value of the award. Compensation expense is recognized on a graded basis over the performance period regardless of whether the market condition and requisite service period are met.


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

The following table presents a summary of activity for the RSUs with market conditions under all plans during the six months ended December 31, 2025:


(in USD thousands, except share and per share amounts)	Number of units	Weighted average grant-date fair value		Aggregate intrinsic value
Outstanding as of June 30, 2025	6,158,567	$	5.28	$	89,730
Granted	3,718,984	10.26

Forfeited	(219,854)	6.38
Exercised	(3,936,903)	6.40
Outstanding as of December 31, 2025	5,720,794	$	7.71	$	216,074
Vested and exercisable as of December 31, 2025	186,663	$	5.62	$	7,050

During the six months ended December 31, 2025, the Group issued the following RSUs with market conditions:

•3,718,984 RSUs which are scheduled to vest after three years based on total shareholder return measured against the Russell 2000 index (and continued service over the vesting period).

The Group had approximately $32,846,000 of total unrecognized compensation expense related to unvested market condition RSUs granted, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.86 years.

Stock options

The following table presents a summary of the option activity under all plans:


(in USD thousands, except share and per share amounts and years)	Number of shares	Weighted average exercise price (per share)		Aggregate intrinsic value		Weighted average remaining contractual life (in years)
Outstanding as of June 30, 2025	7,878,554	$	47.07	$	34,648	5.80
Granted	—	—
Forfeited or canceled	—	—
Exercised	(2,370,104)	3.17
Outstanding as of December 31, 2025	5,508,450	$	65.96	$	23,396	7.32
Vested and exercisable as of December 31, 2025	640,266	$	4.29	$	21,654	6.61

The Group had approximately $40,373,000 of total unrecognized compensation expense related to unvested stock options as of December 31, 2025, which is expected to be recognized over a weighted-average remaining vesting period of approximately 4.65 years, subject to the early achievement of any associated performance-based vesting hurdles.

No options were granted during the six months ended December 31, 2025.

As of December 31, 2025 there were 4,868,184 unvested options.


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

Note 19. Net income (loss) per share of Ordinary shares

The following table presents potentially dilutive securities that were not included in the computation of diluted net income (loss) per share of Ordinary shares as their inclusion would have been anti-dilutive:


	Three Months Ended December 31,		Six Months Ended December 31,
	2025	2024	2025	2024
Stock options	4,800,000	7,854,102	4,800,000	7,854,102
Restricted stock units	25,891,573	8,851,405	35,278	8,851,405
Convertible notes	78,276,646	—	32,286,446	—
Capped call transactions	30,696,269	—	15,264,265	—
Prepaid forward transactions	6,628,286	—	3,314,143	—
Total	146,292,774	16,705,507	55,700,132	16,705,507

The following is a reconciliation of the denominator of the basic and diluted net income (loss) per share of Ordinary shares for the periods presented:


(in thousands, except share and per share amounts)	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024		2025		2024
Numerator:
Net income (loss)	$	(155,407)	$	(21,888)	$	229,204	$	(73,591)
Convertible notes interest expense, net of tax	—		—		7,702		—
Numerator for diluted net income (loss) per share of Ordinary shares	$	(155,407)	$	(21,888)	$	236,906	$	(73,591)

Denominator:
Basic weighted-average shares used in computing net income (loss) per share of Ordinary shares	298,027,356		210,470,186		284,234,636		199,866,316
Effects of dilutive securities:
Options	—		—		1,414,940		—
Restricted stock units	—		—		23,893,785		—
Convertible notes	—		—		40,289,142		—

Diluted weighted-average shares used in computing net income (loss) per share of Ordinary shares	298,027,356		210,470,186		349,832,503		199,866,316

Basic net income (loss) per share of Ordinary shares	$	(0.52)	$	(0.10)	$	0.81	$	(0.37)
Diluted net income (loss) per share of Ordinary shares	$	(0.52)	$	(0.10)	$	0.68	$	(0.37)

Note 20. Income taxes

The effective income tax rate was 54.0% and 3.4% for the three and six months ended December 31, 2025 compared to (15.9)% and (6.2)% for the three and six months ended December 31, 2024. The increase in the effective tax rate for the three months ended December 31, 2025 is primarily attributable to the release of a significant portion of the previously recognized deferred tax liability related to net unrealized gains on financial instruments, following reassessment of the appropriate tax treatment of the financial instruments.


IREN Limited
Notes to the condensed consolidated financial statements
(Unaudited)

For the six months ended December 31, 2025, the effective tax rate was below the Australian statutory rate of 30%, mainly due to the deferred tax liability release described above.

The Company’s effective tax rate may vary from quarter to quarter due to both recurring and non‑recurring factors, including the geographical mix of income or losses, changes in valuation allowances, stock‑based compensation, and changes in tax laws or rates. These items can create volatility in the effective tax rate because they may be recognized discretely in a particular period or may not scale proportionately with pre‑tax earnings.

The Company had no material unrecognized tax benefits as of December 31, 2025.

Note 21. Commitments and contingencies

Commitments

As at December 31, 2025 and June 30, 2025, the Group had commitments of $8,786,067,000 and $368,805,000, respectively.

The committed amounts are payable as set out below:


(in USD thousands)	December 31, 2025		June 30, 2025




Commitments
Amounts payable within 12 months of balance date:	$	8,748,101	$	368,805
Amounts payable after 12 months of balance date:

IREN Ltd 10-Q