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 ~~September~~December 3031, 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 ~~October~~January 3130, ~~2025~~2026, the registrant had ~~283~~332,~~465~~280,~~490~~383 of its ~~ordinary~~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			3341
Item 3. Quantitative and Qualitative Disclosures About Market Risk			5062
Item 4. Controls and Procedures			5062
Part II - Other Information
Item 1. Legal Proceedings			5264
Item 1A. Risk Factors			5365
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5465
Item 3. Defaults Upon Senior Securities			5465
Item 4. Mine Safety Disclosures			5465
Item 5. Other Information			5465
Item 6. Exhibits			5465
Signatures			5668

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 ~~restrictions~~guarantees, and our ability to service our debt obligations~~, any of which could restrict our business operations and adversely impact our financial condition, cash flows and results of operations~~;

•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;

3•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;

•~~electricity~~heightened ~~market~~complexity ~~risks~~and ~~relating~~additional toconstraints ~~changes~~ in ~~regulations~~energy ~~and~~markets including load ramp requirements ofby ~~market~~utilities or grid operators ~~and~~which ~~regulatory~~may ~~bodies,~~not ~~including~~align with ~~respect~~our toplanned ~~grid~~data ~~stability,~~denter ~~interconnection~~development and ~~curtailment~~commissioning ~~obligations~~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 secure additional hardware, including hardware for Bitcoin mining and any current or future HPC and AI services we offer, on commercially reasonable terms or at all, and any delays or reductions in the supply of such hardware or increases in the cost of procuring such hardware;

•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;

•~~ongoing~~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”) ~~may be highly volatile~~;

•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			1213
Notes to the Unaudited Condensed Consolidated Financial Statements			1314


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

	Note	~~September~~December 3031,2025		June 30,2025
Assets
Current assets
Cash and cash equivalents		$	13,~~032~~260,~~263~~589	$	564,526
Accounts receivable, net		249,~~139~~606		1,564
Deposits and prepaid expenses	7	5355,~~275~~330		45,908
Derivative assets	10	~~2,910~~—		5,756
Income taxes receivable	1820	—		2,581
Other receivables		11,353		20,838
Assets held for sale	9	20,102		—
Total current assets		1,123,940		641,173
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	23,~~115~~170,~~436~~451		1,930,567
Operating lease right-of-use asset, net		1,425		1,463
Intangible assets, net	12	107,573		—
Deposits and prepaid expenses	7	30,456		32,916
Operating lease right-of-use asset, net	14	1,328		1,463
Financial assets	8	681,400		211,617
Deposits and prepaid expenses	7	148,822		32,916
Derivative assets	10	314,400		122,100
Financial assets	8	—		211,617
Other non-current assets		317		486
Derivative assets	10	215,700		122,100
Total non-current assets		3,143,434		2,299,150
Other non-current assets		282		486
Total assets		$	4,267,374	$	2,940,323
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	1213	$	~~151~~576,~~874~~268	$	144,115
Operating lease liability, current portion	14	~~400~~402		404
Income taxes payable, current portion	18	134		—
Finance lease liability, current portion	9, 14	61,854		—
Deferred revenue, current portion		1,107		884
Income taxes payable, current portion	20	752		—
Other liabilities, current portion	13	50,230		3,945
Deferred revenue, current portion	5	6,794		884
Total current liabilities		203,745		149,347
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	~~1,023~~936		1,063
Convertible notes payable	14	964,209		962,765
Finance lease liability, less current portion	9, 14	94,060		—
Deferred revenue, less current portion		22,234		—
Convertible notes payable	16	3,685,296		962,765
Deferred tax liabilities	18	195,411		7,971
Deferred revenue, less current portion	5	39,831		—
Income taxes payable, less current portion	18	1,957		1,454
Deferred tax liabilities	20	8,055		7,971
Other liabilities, less current portion	13	2,628		234
Income taxes payable, less current portion	20	2,292		1,454
Total non-current liabilities		1,187,462		973,488
Other liabilities, less current portion	15	3,783		234
Total liabilities		1,391,207		1,122,835
Total non-current liabilities		3,834,253		973,488
Commitments and contingencies (See Note 19)
Total liabilities		4,516,384		1,122,835
Commitments and contingencies (See Note 21)
Stockholders’ equity
Ordinary shares, no par value; 999,999,999 shares authorized; 282,876,303 and 258,103,209 shares issued and outstanding as of September 30, 2025 and June 30, 2025, respectively	15	2,965,588		2,355,056
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, $0.72 par value; 2 shares authorized; and 2 shares issued and outstanding as of September 30, 2025 and June 30, 2025	15	—		—
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		~~157~~(1,~~666~~757,926)		88,672
Retained earnings (accumulated deficit)		(~~211~~366,~~556~~963)		(596,167)
Accumulated other comprehensive income (loss)		(3532,~~531~~290)		(30,073)
Total stockholders’ equity		2,~~876~~511,~~167~~193		1,817,488
Total liabilities and stockholders’ equity		$	47,~~267~~027,~~374~~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 September 30,
		Three Months Ended December 31,				Six Months Ended December 31,
	Note	2025		2024		2025		2024
Revenue:
Bitcoin mining revenue		$	~~232~~167,~~948~~394	$	49113,~~575~~483	$	400,342	$	163,058
AI Cloud Services revenue		717,~~347~~298		32,~~189~~661		24,645		5,850
Total revenue		~~240~~184,~~295~~692		52116,~~764~~144		424,987		168,908
Cost of revenue (exclusive of depreciation and amortization shown below):
Bitcoin mining	3	(7963,~~945~~368)		(3132,~~627~~019)		(143,313)		(63,646)
AI Cloud Services	3	(~~728~~2,395)		(~~232~~275)		(3,123)		(507)
Total cost of revenue		(8065,~~673~~763)		(3132,~~859~~294)		(146,436)		(64,153)
Operating (expenses) income:
Selling, general and administrative expenses	4	(~~138~~100,~~359~~755)		(2528,~~172~~892)		(239,114)		(54,064)
Depreciation and amortization	9	(8599,~~226~~176)		(3336,~~931~~077)		(184,402)		(70,008)
Impairment of assets	9	(1631,~~257~~755)		~~(6,942)~~—		(48,012)		(6,942)
Gain (loss) on disposal of property, plant and equipment	9	~~(13)~~7		~~833~~(681)		(6)		152
Other operating expenses		—(5,468)		(43,~~405~~994)		(5,468)		(8,399)
Other operating income		31,~~828~~815		13,~~626~~104		5,643		4,730
Total operating (expenses) income		(~~236~~235,~~027~~332)		(6766,~~991~~540)		(471,359)		(134,531)
Operating (loss) income		(76116,~~405~~403)		~~(47~~17,~~086)~~310		(192,808)		(29,776)
Other (expense) income:
Finance expense		(910,~~280~~668)		(221,722)		(19,948)		(1,744)
Interest income		715,~~128~~775		21,~~289~~587		22,903		3,876
Increase (decrease) in fair value of assets held for sale		—(6,449)		~~(2,582)~~516		(6,449)		(2,066)
Realized gain (loss) on financial instruments	8, 10	(52,~~756~~910)		~~(4,215)~~—		(8,666)		(4,215)
Unrealized gain (loss) on financial instruments	8, 10	~~664~~(107,~~993~~351)		—(32,300)		557,642		(32,300)
Foreign exchange gain (loss)		(5,382)		1,190
Gain on partial extinguishment of financial liabilities	10	—		—		—		—
Other non-operating income		—		5
Debt conversion inducement expense		(111,799)		—		(111,799)		—
Total other (expense) income		651,703		(3,335)
Foreign exchange gain (loss)		1,878		(4,563)		(3,504)		(3,373)
Income (loss) before taxes		575,298		(50,421)
Other non-operating income		—		289		—		294
Income tax (expense) benefit	18	(190,687)		(1,282)
Total other (expense) income		(221,524)		(36,193)		430,179		(39,528)
Net income (loss)		$	384,611	$	(51,703)
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	1719	$	1(0.4252)	$	(0.2710)	$	0.81	$	(0.37)
Basic weighted-average shares used in computing net income (loss) per share of Ordinary shares	1719	~~270~~298,~~696~~027,~~733~~356		~~189~~210,~~262~~470,~~447~~186		284,234,636		199,866,316
Diluted net income (loss) per share of Ordinary shares	1719	$	1(0.0852)	$	(0.2710)	$	0.68	$	(0.37)
Diluted weighted-average shares used in computing net income (loss) per share of Ordinary shares	1719	~~361~~298,~~680~~027,~~593~~356		~~189~~210,~~262~~470,~~447~~186		349,832,503		199,866,316
Net income (loss)		$	~~384~~(155,~~611~~407)	$	(5121,~~703~~888)	$	229,204	$	(73,591)
Other comprehensive income (loss):
Change in foreign currency translation adjustments		(53,~~458)~~241		1(11,~~854~~959)		(2,217)		(10,105)
Total comprehensive income (loss)		$	~~379~~(152,~~153~~166)	$	(4933,~~849~~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)

~~Three~~Six Months Ended ~~September~~December 3031, 2025

	Ordinary shares			Additional Paid-in Capital		AccumulatedDeficit		Accumulated Other ComprehensiveIncome (Loss)		TotalStockholders’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	~~2,965,588~~	$157,666	~~157,666~~	$(211,556)	~~(211,556)~~	$(35,531)	~~(35,531)~~	$2,876,167	~~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

Three Months Ended September 30, 2024

	Ordinary shares			Additional Paid-in Capital		AccumulatedDeficit		Accumulated Other ComprehensiveIncome (Loss)		TotalStockholders’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

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.


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)

	Three Months Ended September 30,
	Six Months Ended December 31,
	2025		2024
Operating activities
Net income (loss)	$	~~384~~229,~~611~~204	$	(5173,~~703~~591)
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities:
Depreciation and amortization	85184,~~226~~402		3370,~~931~~008
Impairment of assets	1648,~~257~~012		6,942
Change in fair value of assets held for sale	—6,449		2,~~582~~066
Realized (gain) loss on financial instruments	58,~~756~~666		4,215
Unrealized (gain) loss on financial instruments	(~~664~~557,~~993~~642)		—32,300
Debt conversion inducement expense	111,799		—
Other (income) expense	—		1,724
(Gain) loss on disposal of property, plant and equipment	136		(~~833~~152)
Foreign exchange loss (gain)	27,~~201~~714		(13,~~190)~~373
Stock-based compensation expense	72130,~~405~~636		816,~~184~~159
Amortization of debt issuance costs	13,~~340~~381		—151
Changes in assets and liabilities:
Accounts receivable and other receivables	(1324,~~090~~998)		~~(11~~2,~~115)~~906
Other assets	~~169~~204		(~~154~~189)
Financial asset, current	—		6,530
Tax related receivables	2,581		—
Tax related liabilities	7,646		2,688
Tax related liabilities	187,943		1,322
Accounts payable and accrued expenses	(9,016)		44,447
Accounts payable and accrued expenses	3,489		45,029
Other liabilities	35,665		4,697
Other liabilities	48,679		2,380
Deferred revenue	45,741		(268)
Deferred revenue	22,457		(209)
Prepayments and deposits	(13,736)		(74,652)
Prepayments and deposits	(12,647)		(52,468)
Operating lease liabilities	(129)		287
Operating lease liabilities	(44)		918
Net cash from (used in) operating activities	214,004		49,641
Net cash from (used in) operating activities	142,353		(3,915)
Investing activities
Payments for property, plant and equipment net of computer hardware prepayments	(180,307)		(105,831)
Payments for property, plant and equipment net of computer hardware	(720,001)		(244,890)
Payments for computer hardware prepayments	(100,304)		(277,558)
Payments for computer hardware	(279,708)		(326,061)
Payments for other prepayments and other assets	(266)		(4,257)
Payments for intangible assets	(107,573)		—
Proceeds from disposal of property, plant and equipment	—		509
Payments for other prepayments and deposits	(14,362)		(4,797)
Net cash from (used in) investing activities	(280,877)		(387,137)
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 - at-the-market offering	(18,495)		(102)
Payment of offering costs for the issuance of Ordinary shares	(18,495)		(670)
Proceeds from loan funded shares	557		816
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		—
Payment of borrowing transaction costs	(877)		—
Proceeds from convertible notes	3,299,555		311,646
Proceeds from the issuance of Ordinary shares – at-the-market offering	618,355		83,955
Payment of capped call transactions	(252,252)		—
Net cash from (used in) financing activities	606,137		84,669
Payment of borrowing transaction costs	(49,626)		(1,815)
Net increase (decrease) in cash and cash equivalents	467,613		(306,383)
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	~~124~~152		~~371~~(1,224)
Cash and cash equivalents at the end of period	$	13,~~032~~260,~~263~~589	$	98427,~~589~~273

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements


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

	Three Months Ended September 30,
	Six Months Ended December 31,
	2025		2024
Supplemental cash flow information:
Cash paid for interest	$	—16,882	$	~~(17)~~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 an operating lease liability	—		954
Additions to right-of-use assets in exchange for lease liability	155,547		—
Unrealized gain (loss) on derivative asset	195,210		—
Property, plant and equipment in accounts payable and accrued expenses	448,277		102,108
Unrealized gain (loss) on financial asset	469,783		—
Reclassification of property, plant and equipment to assets held for sale	20,102		2,952
Realized gain (loss) on derivative asset	(5,756)		—
Issuance of Ordinary shares - stock-based compensation settlements	71,296		4,995
Reclassification of property, plant and equipment to assets held for sale	—		13,648
Issuance of common stock - restricted stock unit settlements	1,787		4,758

See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

1213


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

Note 1. Organization

Nature of operations and corporate information

~~IREN~~The ~~Limited (“Company”) and the entities it controlled at the end of, or during, the quarter ended September 30, 2025 (collectively 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 ~~footnotes~~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~~estimates and ~~Assumptions~~assumptions

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.

13Significant accounting policies

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

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.

~~Segment Information~~14

AnIREN ~~operating~~Limited ~~segment~~Notes isto athe ~~component~~condensed ofconsolidated ~~an enterprise that engages in business activities from which it may earn revenues and incur expenses, for which discrete~~ financial ~~information~~statements ~~is available, whose operating results are regularly evaluated by the chief operating decision maker~~ (~~“CODM”~~Unaudited) to assess performance and allocate resources. The Group’s CODM is William Roberts, the Co-Chief Executive Officer (“Mr. Roberts”). As of September 30, 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.

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.

14In 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 September 30, 2025

Three Months Ended December 31, 2025

(in USD thousands)

Bitcoin mining

AI Cloud Services

Total

Electricity

7558,~~829~~916

~~109~~794

7559,~~938~~710

Employee benefits

3,~~014~~397

~~460~~1,217

34,~~474~~614

Other direct expenses

1,~~102~~055

~~159~~384

1,~~261~~439

Total cost of revenue

7963,~~945~~368

~~728~~2,395

8065,~~673~~763

Three Months Ended September 30, 2024

Three Months Ended December 31, 2024

(in USD thousands)

Bitcoin Mining

AI Cloud Services

Total

Electricity

2930,~~784~~112

3859

2930,~~822~~171

Employee benefits

1,~~374~~447

~~150~~165

1,~~524~~612

Other direct expenses

~~469~~460

4451

~~513~~511

Total cost of revenue

3132,~~627~~019

~~232~~275

3132,~~859~~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 September 30,
	Three Months Ended December 31,				Six Months Ended December 31,
(in USD thousands)	2025		2024		2025		2024
Employee benefits	$	8,~~364~~553	$	54,~~062~~902	$	16,917	$	9,964
Payroll taxes on stock-based compensation	326,~~774~~843		~~1,135~~471		39,617		1,606
Professional fees	69,~~789~~277		23,~~825~~553		16,066		6,378
Stock based compensation	7258,~~405~~231		87,~~184~~975		130,636		16,159
Insurance	53,~~173~~823		24,~~992~~650		8,996		7,642
Renewable energy certificates	2,~~824~~705		~~648~~1,401		5,529		2,049
Property taxes	1,~~634~~889		~~325~~231		3,524		556
Non-refundable provincial sales tax	1,~~490~~955		~~973~~1,329		3,444		2,302
Sponsorships and marketing	31,~~080~~997		~~578~~857		5,077		1,435
Other selling, general and administrative expenses	35,~~826~~482		23,~~450~~524		9,308		5,974
Total selling, general and administrative expenses	$	~~138~~100,~~359~~755	$	2528,~~172~~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.

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

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. ~~The Group has determined that its contracts generally do not include a significant financing component.~~

Deferred revenue, including current and non-current balances as of ~~September~~December 3031, 2025 and June 30, 2025, was $2346,~~341~~625,000 and $884,000, respectively. For the three and six months ended ~~September~~December 3031, 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 $~~856~~529,000 and $480,000, respectively.

Remaining Performance Obligations (“RPO”)

As of ~~September~~December 3031, 2025, the Group had $~~195~~289,~~027~~411,000 of unsatisfied RPO, of which $93150,~~363~~072,000 is expected to be recognized over the initial 12 months ending ~~September 30~~December 31, 2026, $93135,~~410~~580,000 between months 13 and 24, and the remaining balance recognized between months 25 and 60.

16Strategic 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 ~~September~~December 3031,				Six Months Ended December 31,
	2025		2024		2025		2024
Reportable segment revenue
Bitcoin mining revenue	$	~~232~~167,~~948~~394	$	49113,~~575~~483	$	400,342	$	163,058
AI Cloud Services revenue	717,~~347~~298		32,~~189~~661		24,645		5,850
Total segment and consolidated revenue	~~240~~184,~~295~~692		52116,~~764~~144		424,987		168,908
Reportable segment cost of revenue (exclusive of depreciation andamortization shown below):
Reportable segment cost of revenue (exclusive of depreciation and amortization shown below):
Bitcoin mining	(7963,~~945~~368)		(3132,~~627~~019)		(143,313)		(63,646)
AI Cloud Services	(~~728~~2,395)		(~~232~~275)		(3,123)		(507)
Total segment and consolidated cost of revenue	(8065,~~673~~763)		(3132,~~859~~294)		(146,436)		(64,153)
Segment gross profit (loss)	~~159~~118,~~622~~929		2083,~~905~~850		278,551		104,755
Reconciling items:
Selling, general and administrative expenses	(~~138~~100,~~359~~755)		(2528,~~172~~892)		(239,114)		(54,064)
Depreciation and amortization	(8599,~~226~~176)		(3336,~~931~~077)		(184,402)		(70,008)
Impairment of assets	(1631,~~257~~755)		~~(6,942)~~—		(48,012)		(6,942)
Gain (loss) on disposal of property, plant and equipment	~~(13)~~7		~~833~~(681)		(6)		152
Other operating expenses	—(5,468)		(43,~~405~~994)		(5,468)		(8,399)
Other operating income	31,~~828~~815		13,~~626~~104		5,643		4,730
Finance expense	(910,~~280~~668)		(221,722)		(19,948)		(1,744)
Interest income	715,~~128~~775		21,~~289~~587		22,903		3,876
Increase (decrease) in fair value of assets held for sale	—(6,449)		~~(2,582)~~516		(6,449)		(2,066)
Realized gain (loss) on financial instruments	(52,~~756~~910)		~~(4,215)~~—		(8,666)		(4,215)
Unrealized gain (loss) on financial instruments	~~664~~(107,~~993~~351)		—(32,300)		557,642		(32,300)
Foreign exchange gain (loss)	(5,382)		1,190
Debt conversion inducement expense	(111,799)		—		(111,799)		—
Other non-operating income	—		5
Foreign exchange gain (loss)	1,878		(4,563)		(3,504)		(3,373)
Income tax (expense) benefit	(190,687)		(1,282)
Other non-operating income	—		289		—		294
Net income (loss)	$	384,611	$	(51,703)
Income tax (expense) benefit	182,520		(3,005)		(8,167)		(4,287)
Net income (loss)	$	(155,407)	$	(21,888)	$	229,204	$	(73,591)

1720


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)	~~September~~December 3031,2025		June 30,2025
Current
Prepayments	$	2940,~~368~~761	$	33,015
Security deposits	1314,~~099~~569		12,894
Computer hardware prepayments	10,808		—
Total current deposits and prepaid expenses	$	55,330	$	45,908
Total current deposits and prepaid expenses	$	53,275	$	45,908
Non-current
Security deposits	$	30138,~~456~~514	$	29,847
Computer hardware prepayments	—4,619		~~3,068~~$	3,068
Total non-current deposits and prepaid expenses	$	30,456	$	32,916
Prepayments	5,689		$	—
Total deposits and prepaid expenses	$	83,731	$	78,824
Total non-current deposits and prepaid expenses	$	148,822	$	32,916
Total deposits and prepaid expenses	$	204,152	$	78,824

Prepayments

~~The~~Prepayments ~~decrease~~at inDecember 31, ~~prepayments~~2025 ~~was~~and ~~primarily~~June 30, ~~attributable~~2025 toprimarily ainclude ~~reduction in~~ electricity ~~prepayments at the Childress site due to seasonality~~, ~~partially offset by an increase in~~ insurance ~~renewal~~and lease prepayments made.

Security deposits

Security deposits at ~~September~~December 3031, 2025 and June 30, 2025, include deposits paid for ~~expansion~~development projects ~~in British Columbia, Canada, Oklahoma, USA and West Texas, USA~~.

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 ~~September~~December 3031, 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

~~September~~December 3031,2025

June 30,2025

2030 Prepaid forward contract

Financial assets - Non current

~~267,600~~—

83,117

2029 Prepaid forward contract

Financial assets - Non current

~~413,800~~—

128,500

Total financial assets

~~681,400~~—

211,617

1821


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 ~~September~~December 3031,				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	$	~~184~~(6,~~483~~300)	$	—(17,700)	$	178,183	$	(17,700)
2029 Prepaid forward contract	Unrealized gain (loss) on financial instruments	~~285~~(9,~~300~~700)		—		275,600		—
Electricity financial asset	Realized (loss) on financial instruments	—		~~(4,215)~~—		—		(4,215)
Total financial assets		$	~~469~~(16,~~783~~000)	$	(417,~~215~~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 ~~as at September 30, 2025~~:


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 ~~3.25% Convertible Senior Notes due 2030 (~~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 ~~3.50% Convertible Senior Notes due 2029 (~~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”):

1922


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

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

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 ~~previously~~amended ~~entered~~its ~~into a~~ Power Supply Agreement (“PSA”) for ~~the~~its ~~procurement of electricity at the~~ Childress site. ~~An addendum to the PSA was signed~~ on August 23, 2024, ~~which~~to ~~allows~~transition ~~for~~to ~~the~~spot ~~purchase~~priced of electricity ~~at spot price~~ based on actual usage. ~~The~~As ~~addendum~~a ~~resulted~~result, ina ~~the~~realized ~~payment~~loss of anil ~~liquidation~~and ~~payment of~~ $74,~~211~~215,000 towas ~~exit~~incurred ~~positions~~during ~~previously~~the ~~entered~~three ~~into~~and ~~under~~six ~~the~~months ~~fixed~~ended ~~quantity~~December 31, ~~and~~2024, ~~price arrangements~~respectively.

As a result, a realized loss of $4,215,000 was incurred during the three months ended September 30, 2024, comprising the liquidation payment of $7,211,000 and realized loss of $452,000 on fixed price contracts incurred in July 2024, partially offset by the reversal of the $3,448,000 unrealized loss recorded on fixed price contracted amounts outstanding at September 30, 2024.

The addendum to the PSA does not meet the definition of a financial instrument, accordingly there is no corresponding financial asset recognized as at September 30, 2025 and June 30, 2025, and no gain or loss was recorded during the three months ended September 30, 2025.

Note 9. Property, plant and equipment, net

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

(in USD thousands)	~~September~~December 3031,2025		June 30,2025
Mining hardware	$	1,~~134~~079,~~032~~663	$	1,135,584
HPC hardware	106,047		76,001
GPU hardware	550,636		76,001
Buildings	~~671~~686,~~382~~948		639,750
Plant and equipment	7,485		10,002
Right-of-use assets - Finance lease	160,042		—
Land	13,043		13,086
Plant and equipment	8,384		10,002
Leasehold improvements	38		43
Land	29,702		13,086
Construction in progress	464,832		237,734
Leasehold improvements	37		43
Property, plant and equipment, gross	2,396,859		2,112,200
Construction in progress	1,038,321		237,734
Less: Accumulated depreciation	(265,246)		(181,246)
Property, plant and equipment, gross	3,553,733		2,112,200
Less: Impairment	(16,177)		(385)
Less: Accumulated depreciation	(346,941)		(181,246)
Property, plant and equipment, net	$	2,115,436	$	1,930,567
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 $8599,~~226~~176,000 and $3336,~~931~~077,000, for the three months ended ~~September 30~~December 31, 2025 and 2024, respectively., Ofand ~~the~~ $28184,~~917~~402,000 ~~depreciation~~and ~~expense~~$70,008,000 for ~~mining hardware recognized during~~ the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024, ~~$15,330,000 relates to mining hardware that was either sold or classified as held for sale during the period~~respectively.

During the ~~three~~six months ended ~~September~~December 3031, 2025, the Group entered into lease financing arrangements for the acquisition of ~~approximately 3,300~~ 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. ~~Total~~A ~~lease~~portion ~~payments~~of ~~under~~the ~~these~~leases ~~agreements~~commenced ~~are~~during ~~expected to approximate $198,000,000 over~~ the ~~respective~~quarter ~~lease terms. The lease~~

2023


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 ~~September 30~~December 31, 2025, at which time the corresponding right-of-use assets and lease liabilities will be recognized.

Impairment

Impairment ~~charges~~of on property, plant and equipment totaled $1631,~~257~~755,000 and $48,012,000 for the three and six months ended ~~September~~December 3031, 2025, respectively. The impairment for the three months ended December 31, 2025 was primarily related to S21 Pro ~~and~~miners ~~non-functioning~~in ~~T21~~British ~~miners~~Columbia. The S21 Pro miners are expected to be displaced from the Group’s data ~~center~~centers ~~at Prince George~~ as part of the Group’s strategic focus on expanding its AI Cloud Services. Management performed an impairment assessment as of ~~September~~December 3031, 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 32 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 ~~September~~December 3031, 2024, respectively, and was primarily related to the initial classification of the ~~S19jPro~~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
Increase/(decrease) in depreciation	$	5,271	$	(5,255)	$	(5,068)	$	(780)
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 ~~September~~December 131, ~~2024~~2025, ~~as part of~~ the Group’s ~~Bitcoin~~classified ~~mining~~approximately ~~hardware fleet upgrade~~12,200 ~~the~~S21 ~~Group~~Pro ~~classified~~miners ~~the majority of its S19jPro mining hardware~~ 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 ~~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.~~

Assets classified as held for sale must be measured at the lower of their carrying value and fair value less costs to sell. Consequently, a loss on change in fair value of $2,582,000 was recognized to adjust the carrying value of the miners to their estimated fair value less costs to sell as at September 30, 2024.24

As of September 30, 2025, the Group had no assets classified as held for sale.


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)		~~September~~December 3031, 2025				June 30, 2025
Derivative	Balance Sheet Line	Asset		Liability		Asset		Liability
Derivatives not designated as hedging instruments:
Bitcoin purchase option	Derivative assets - Current	$	~~2,910~~—	$	—	$	5,756	$	—
Capped call transactions - 2030 Convertible Notes	Derivative assets - Non current	~~127,600~~—		—		46,400		—
Capped call transactions - 2029 Convertible Notes	Derivative assets - Non current	~~186,800~~—		—		75,700		—
Total derivatives		$	317,310	$	—	$	127,856	$	—
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 ~~September~~December 3031,				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	$	(52,~~756~~910)	$	—	$	(8,666)	$	—
Bitcoin purchase option	Unrealized gain (loss) on financial instruments	~~2,910~~—		$—	—	2,910		—
Capped call transactions - 2030 Convertible Notes	Unrealized gain (loss) on financial instruments	81(23,~~200~~700)		—(14,600)		57,500		(14,600)
Capped call transactions - 2029 Convertible Notes	Unrealized gain (loss) on financial instruments	~~111~~(31,100)		—		80,000		—
Total gain (loss) on derivatives		$	189,454	$	—
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 ~~are~~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”) ~~with certain financial institutions~~. 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.

222031 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 ~~2029~~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

~~The~~Prior ~~Group~~to ~~determined~~their ~~that~~reclassification to equity, the ~~2030~~Group ~~Capped~~estimated ~~Call~~the ~~Transactions~~fair ~~and~~value of the ~~2029~~2030 Capped Call Transactions ~~(collectively,~~and ~~the~~2029 “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 September 30, 2025:~~

	2030 Capped Call			2029 Capped Call
Closing share price	$46.93			$46.93
Long strike price	$	16.81		$	13.64
Short strike price	$	25.86		$	20.98
Risk free interest rate	3.67		%	3.62		%
Dividend yield	nil			nil
Expected volatility	50		%	50		%


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		~~Total~~2031 Capped Call		2032 Capped Call		2033 Capped Call		Total
Balance as at July 1, 2025	$	46,400	$	75,700	$	~~122,100~~-	$	-	$	-	$	122,100
Unrealized gain (loss) recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	81,200		111,100		192,300
Initial recognition on October 14, 2025	-		-		55,282		-		-		55,282
Balance as at September 30, 2025	$	127,600	$	186,800	$	314,400
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

~~Bitcoin purchase option~~28

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


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

~~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.~~option

~~The~~In ~~embedded~~June ~~Bitcoin~~2025, the Group entered into a supplemental agreement with Bitmain Technologies Delaware Limited (“Bitmain”) relating to outstanding payments under existing purchase option ~~was~~arrangements ~~bifurcated~~for ~~from~~mining ~~the~~hardware. ~~host~~Upon ~~contract~~settlement ~~and~~of isthe ~~accounted~~outstanding ~~for~~obligation, ~~separately~~the asGroup is entitled to a ~~derivative~~Bitcoin ~~financial~~purchase ~~instrument~~option. ItThe isoption ~~initially~~allows ~~and~~the ~~subsequently~~Group ~~measured~~to acquire Bitcoin at ~~fair~~a ~~value~~mutually agreed-upon price, ~~with~~subject ~~changes~~to ina ~~fair~~six-month ~~value~~purchase ~~and~~period ~~any~~commencing ~~settlements~~on ~~recognized~~the date of payment. The Group may exercise the option in two equal tranches, with the ~~Condensed~~right ~~Consolidated~~to ~~Statements~~purchase 50% of ~~Operations~~the ~~and~~Bitcoin ~~Comprehensive~~at ~~Income~~the ~~(Loss)~~end of each three-month interval during the purchase period.

The ~~following~~embedded ~~tables~~Bitcoin ~~show~~purchase option was bifurcated from the ~~valuation~~host ~~techniques~~contract ~~used~~and inis ~~measuring~~accounted ~~Level~~for 2separately as a derivative financial instrument. It is initially and subsequently measured at fair ~~values~~value, ~~for~~with ~~the~~changes ~~Bitmain~~in ~~purchase~~fair ~~option~~value and any settlements recognized in the Condensed Consolidated ~~Balance~~Statements ~~Sheets,~~of asOperations ~~well~~and asComprehensive Income (Loss). As of December 31, 2025, the ~~significant~~Bitcoin ~~unobservable~~purchase ~~inputs~~options ~~used~~were asunexercised atand ~~September 30~~had expired, ~~2025:~~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 September 30, 2025
	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)
Financial assets
2030 Prepaid Forward Contract	$	267,600	$	-	$	267,600	$	-
2029 Prepaid Forward Contract	413,800		-		413,800		-
Total financial assets	$	681,400	$	-	$	681,400	$	-
Derivative assets
2030 Capped Call Transactions	$	127,600	$	-	$	-	$	127,600
2031 Capped Call Transactions	$	33,500	$	-	$	-	$	33,500
2029 Capped Call Transactions	186,800		-		-		186,800
2032 Capped Call Transactions	93,900		-		-		93,900
Bitcoin purchase option	2,910		-		2,910		-
2033 Capped Call Transactions	88,300		-		-		88,300
Total derivative assets	$	~~317~~215,~~310~~700	$	-	$	~~2,910~~-	$	~~314~~215,~~400~~700

2429


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 September 30, 2025
	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	$	~~428~~207,~~502~~072	$	1521,~~291,080~~908	$	-	$	-
2029 Convertible Notes	~~535~~227,~~707~~671		1695,~~973,360~~197		-		-
Total financial liabilities at amortized cost	$	964,209	$	3,264,440	$	-	$	-
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 financial liabilities at amortized cost	$	962,765	$	1,195,933	$	-	$	-
Total	$	962,765	$	1,195,933	$	-	$	-

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

Refer to Note 8. Financial assets and Note 10. Derivatives for the significant fair value assumptions and activities of the financial instruments measured and recorded at fair value on a recurring basis. 30


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

Refer to Note 128. ~~Accounts~~Financial ~~payable~~assets and ~~accrued~~Note ~~expenses~~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)	~~September~~December 3031,2025		June 30,2025
Accounts payable	$	70232,~~938~~590	$	81,747
Accrued expenses	80343,~~936~~678		42,368
Loss contingencies	—		20,000
Total accounts payable and accrued expenses	$	~~151~~576,~~874~~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 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 three months ended September 30, 2025.

~~Note 13. Other liabilities~~31


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)	~~September~~December 3031,2025		June 30,2025
Current
Employee benefits	$	79,~~140~~146	$	1,834
Payroll taxes	3022,~~399~~468		566
Accrued interest payable	102,~~315~~542		1,545
Other liabilities	21,~~376~~905		—
Total current other liabilities	$	5036,~~230~~061	$	3,945
Non-current
Employee benefits	$	~~289~~306	$	234
Payroll taxes	~~2,339~~$	3,477	—
Total non-current other liabilities	$	23,~~628~~783	$	234
Total other liabilities	$	5239,~~858~~844	$	4,179

2633


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

Note 1416. Convertible notes payable

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

	2030 Convertible Notes		2029 Convertible Notes		~~Total~~2031 Convertible Notes		2032 Convertible Notes		2033 Convertible Notes		Total
Balance at July 1, 2025	$	427,837	$	534,928	$	~~962,765~~—	$	—	$	—	$	962,765
Change in estimate related to accrued debt issuance costs	104		—		104
Initial recognition on October 14, 2025	—		—		979,252		—		—		979,252
Interest expenses	4,136		5,697		9,833
Initial recognition on December 8, 2025	—		—		—		1,135,136		1,135,134		2,270,270
Coupon interest payable	(3,575)		(4,918)		(8,493)
Change in estimate related to accrued debt issuance costs	104		—		—		—		—		104
Convertible notes outstanding as at September 30, 2025	428,502		535,707		964,209
Interest expenses	7,775		10,409		766		328		856		20,134
Convertible notes due within one year	—		—		—
Coupon interest payable	(6,698)		(8,948)		—		(184)		(735)		(16,565)
Total convertible notes, net of portion due within one year	$	428,502	$	535,707	$	964,209
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)	$	~~440~~212,~~000~~310		$	~~550~~233,~~000~~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 ~~2030~~convertible note and ~~2029~~related ~~Convertible~~financial ~~Notes~~instruments, ~~the~~where ~~Capped Call Transactions costs and the Prepaid Forward Contracts costs~~applicable.

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

~~Note~~Repurchase ~~15. Stockholders’~~of ~~equity~~the 2030 Convertible Notes and 2029 Convertible Notes

~~The~~On December 2, 2025, the Company’s ~~certificate~~entered ofinto ~~incorporation~~separate, asprivately ~~amended,~~negotiated ~~authorized~~transactions ~~999,999,999~~with ~~shares~~a limited number of ~~Ordinary~~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, noor ~~par~~a ~~value~~combination of both, at the Group’s election.

~~The total number of ordinary shares outstanding (including loan-funded shares) is 283,458,548 and 258,103,209 as at September 30, 2025 and June 30, 2025, respectively.~~34

At-the-Market facility


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 ~~September~~December 3031, 2025 and June 30, 2025, there were ~~582~~521,~~245~~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 ~~September~~December 3031, 2025 and 2024.

Note 1618. 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 ~~September~~December 3031, 2025, the Company had an aggregate of ~~2,042,649~~0 ~~shares of~~ Ordinary shares reserved for future issuance under the 2023 LTIP.

~~The~~In ~~Group’s~~November ~~stock-based~~2025, ~~compensation~~the ~~expense~~Company’s ~~recognized~~shareholders ~~during~~approved the ~~three~~2025 ~~months~~Omnibus ~~ended~~Incentive ~~September 30,~~Plan (“2025 ~~and~~Omnibus ~~2024,~~Plan”) isunder ~~included~~which inemployees ~~selling,~~and ~~general~~directors ~~and~~may ~~administrative~~be ~~expenses~~granted inequity ~~the~~compensation ~~Condensed~~awards ~~Consolidated~~with ~~Statements~~time-based ofvesting ~~Operations~~conditions and ~~Comprehensive Income (Loss) as follows:~~

	Three Months Ended September 30,
(in USD thousands)	2025		2024
Stock options	$	3,067	$	3,209
Service-based RSUs	42,068		4,506
Performance-based RSUs	27,270		469
Total stock-based compensation	$	72,405	$	8,184


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 ~~three~~six months ended ~~September~~December 3031, 2025:

(in USD thousands, except share and per share amounts)	Number ofunits	Weighted averagegrant-datefair value		Aggregateintrinsic value
Unvested as of June 30, 2025	15,567,267	$	7.68	$	226,815
Outstanding as of June 30, 2025	15,567,267	$	7.68	$	226,815
Granted	4,693,808	14.95
Forfeited	(~~203~~208,~~367~~093)	1011.9704
Exercised	(~~280~~5,~~230~~500,069)	56.9152
Unvested as of September 30, 2025	19,777,478	$	9.40	$	928,157
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 $~~127~~93,~~827~~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 1.2035 years.

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

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.

~~The following table presents a summary of activity for the RSUs with market conditions under all plans during the three months ended September 30, 2025:~~36

(in USD thousands, except share and per share amounts)	Number ofunits	Weighted averagegrant-datefair value		Aggregateintrinsic value
Unvested as of June 30, 2025	6,158,567	$	5.28	$	89,730
Granted	3,718,984	10.26
Forfeited	(213,652)	6.35
Exercised	(34,007)	3.18
Unvested as of September 30, 2025	9,629,892	$	7.19	$	451,931


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

~~During~~The ~~the~~following ~~three~~table ~~months~~presents ~~ended~~a ~~September 30,~~summary ~~2025,~~of ~~the~~activity ~~Group~~for ~~issued~~ the ~~following~~ 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 $3832,~~288~~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 1.2686 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)		Aggregateintrinsic 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,~~309~~370,~~065~~104)	3.17
Outstanding as of September 30, 2025	5,569,489	$	65.25	$	32,681	7.53
Outstanding as of December 31, 2025	5,508,450	$	65.96	$	23,396	7.32
Vested and exercisable as of September 30, 2025	691,336	$	3.60	$	30,156	4.65
Vested and exercisable as of December 31, 2025	640,266	$	4.29	$	21,654	6.61

The Group had approximately $5840,~~577~~373,000 of total unrecognized compensation expense related to unvested stock options as of ~~September~~December 3031, 2025, which is expected to be recognized over a weighted-average remaining vesting period of approximately 4.9165 years, subject to the early achievement of any associated performance-based vesting hurdles.

No options were granted during the ~~three~~six months ended ~~September~~December 3031, 2025.

29As of December 31, 2025 there were 4,868,184 unvested options.


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

AsNote of19. Net ~~September 30,~~income ~~2025~~(loss) ~~there~~per ~~were~~share ~~4,878,153~~of ~~unvested~~Ordinary ~~options.~~shares

Note 17. 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 September 30,
	Three Months Ended December 31,		Six Months Ended December 31,
	2025	2024	2025	2024
Stock options	4,~~832~~800,~~406~~000	87,~~484~~854,~~012~~102	4,800,000	7,854,102
Restricted stock units	6725,~~070~~891,573	8,~~781~~851,~~922~~405	35,278	8,851,405
Convertible notes	—78,276,646	—	32,286,446	—
Total	4,899,476	17,265,934
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 September 30,
(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)	$	~~384~~(155,~~611~~407)	$	(5121,~~703~~888)	$	229,204	$	(73,591)
Convertible notes interest expense, net of tax	~~6,883~~—		—		7,702		—
Numerator for diluted net income (loss) per share of Ordinary shares	$	~~391~~(155,~~494~~407)	$	(5121,~~703~~888)	$	236,906	$	(73,591)
Denominator:
Basic weighted-average shares used in computing net income (loss) per share of Ordinary shares	~~270~~298,~~696~~027,~~733~~356		~~189~~210,~~262~~470,~~447~~186		284,234,636		199,866,316
Effects of dilutive securities:
Options	~~2,088,098~~—		—		1,414,940		—
Restricted stock units	~~22,387,881~~—		—		23,893,785		—
2030 Convertible Notes	26,176,436		—
Convertible notes	—		—		40,289,142		—
2029 Convertible Notes	40,331,445		—
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
Diluted weighted-average shares used in computing net income (loss) per share of Ordinary shares	361,680,593		189,262,447
Basic net income (loss) per share of Ordinary shares	$	(0.52)	$	(0.10)	$	0.81	$	(0.37)
Basic net income (loss) per share of Ordinary shares	$	1.42	$	(0.27)
Diluted net income (loss) per share of Ordinary shares	$	(0.52)	$	(0.10)	$	0.68	$	(0.37)
Diluted net income (loss) per share of Ordinary shares	$	1.08	$	(0.27)

Note 1820. Income taxes

The effective income tax rate was 54.0% and 3.4% for the three and six months ended ~~September~~December 3031, 2025, ~~was~~compared 33to (15.19)% ~~compared~~and to (26.52)% for the three and six months ended ~~September~~December 3031, 2024. The increase in the effective tax rate for the three months ended December 31, 2025 is primarily attributable to the ~~increase~~release inof a significant portion of the ~~Group’s~~previously ~~pre-~~recognized deferred tax ~~profit,~~liability asrelated ~~well~~to asnet ~~certain~~unrealized ~~one-off~~gains ~~items~~on ~~that~~financial ~~reduced~~instruments, following reassessment of the ~~effective~~appropriate tax ~~rate~~treatment inof the ~~prior~~financial ~~corresponding period~~instruments.

The effective tax rate for the quarter differs from the Australian statutory rate of 30% due to the impact of certain permanent book to tax differences, including the non-deductible amortization of stock-based compensation. This may vary from quarter to quarter due to recurring and non-recurring factors, including the geographical mix of income or losses, 38


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

~~changes~~For inthe ~~valuation~~six ~~allowance,~~months ~~stock-based~~ended ~~compensation~~December 31, ~~and~~2025, ~~changes~~the ineffective tax ~~laws~~rate orwas ~~rates.~~below ~~During~~ the ~~quarter,~~Australian ~~changes~~statutory inrate ~~U.S.~~of ~~tax laws were enacted~~30%, ~~including~~mainly ~~provisions~~due ~~such as those relating~~ to ~~bonus~~the ~~depreciation.~~deferred ~~The Company does not expect these legislative changes to have a material impact on its effective~~ tax ~~rate~~liability orrelease ~~income~~described ~~tax expense (benefit), as the effects are limited to timing differences~~above.

The Company’s ~~has~~effective notax ~~material~~rate ~~unrecognized~~may ~~tax~~vary ~~benefits~~from asquarter to quarter due to both recurring and non‑recurring factors, including the geographical mix of ~~September 30~~income or losses, ~~2025~~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.

~~Note~~The ~~19. Commitments~~Company ~~and~~had ~~contingencies~~no material unrecognized tax benefits as of December 31, 2025.

Note 21. Commitments and contingencies

Commitments

As at ~~September~~December 3031, 2025 and June 30, 2025, the Group had commitments of $18,~~083~~786,~~825~~067,000 and $368,805,000, respectively~~, which are payable within one year from the balance sheet date~~.

The committed amounts are payable as set out below:

(in USD thousands)	~~September~~December 3031,2025		June 30,2025
Commitments
Amounts payable within 12 months of balance date:	$	18,~~083~~748,~~825~~101	$	368,805
Amounts payable after 12 months of balance date:	—37,966		—
Total commitments	$	18,~~083~~786,~~825~~067	$	368,805

Legal and regulatory matters

The Group is subject at times to various claims, lawsuits and governmental proceedings relating to the Group’s business and transactions arising in the ordinary course of business. The Group cannot predict the final outcome of such proceedings. Where appropriate, the Group vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including, consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in ordinary course of business are covered by the Group’s insurance program. The Group maintains property and various types of liability insurance in an effort to protect the Group from such claims. In terms of any matters where there is no insurance coverage available to the Group, or where coverage is available and the Group maintains a retention or deductible associated with such insurance, the Group may establish an accrual for such loss, retention or deduction based on current available information.

In accordance with accounting guidance, if it is probable that a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Group in the accompanying Condensed Consolidated Balance Sheets. Expenses related to the defense of such claims are recorded by the Group as incurred and included in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Group’s defense of such matters.

On the basis of current information, the Group does not believe there is a reasonable possibility that any material loss will result from any claims, lawsuits and proceedings to which the Group is subject to either individually, or in the aggregate.

~~U.S. importation tariff~~ 39


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

China. Certificates of origin and/or commercial invoices and shipping documents for all mining hardware shipments assessed in the NOA have been provided to the Group to support this claim. The Group has contested the NOA and the associated tariff cost of approximately $100 million. While the outcome of this matter is uncertain at this time, the Group has determined it is not probable that it will result in a future cash outflow and, as such, no loss contingency was recorded as of September 30, 2025. Based on the preliminary nature of this proceeding, the Group cannot reasonably predict the outcome of this matter at this time.

Contingencies

U.S. importation tariff

In April 2025, the Group received a Notice of Action (‘NOA’) from U.S. Customs and Border Protection challenging the country of origin of mining hardware imported by the Group to the U.S. between April 2024 and February 2025. The NOA asserted that the country of origin of the mining hardware is China and notified the Group of an assessment of a U.S. importation tariff of 25%. The seller has represented to the Group that the country of origin of the mining hardware was not China. Certificates of origin and/or commercial invoices and shipping documents for all mining hardware shipments assessed in the NOA have been provided to the Group to support this claim. The Group has contested the NOA and the associated tariff cost of approximately $100 million. While the outcome of this matter is uncertain at this time, the Group has determined it is not probable that it will result in a future cash outflow and, as such, no loss contingency was recorded as of December 31, 2025. Based on the preliminary nature of this proceeding, the Group cannot reasonably predict the outcome of this matter at this time.

Non-Refundable Sales Tax

The Canada Revenue Agency (“CRA”) asserts that 5% Goods and Services Tax ("“GST"”) should be applied to services exported to the Australian parent under an intercompany services agreement. The CRA’s position is based on its determination that the Australian parent has a permanent establishment in Canada, thereby requiring the Canadian subsidiaries to charge and remit GST on those services.

On March 31, 2025, the Group received a Notice of Confirmation from the CRA upholding this assessment. In response, the Group filed a Notice of Appeal with the Tax Court of Canada to dispute the assessment.

As at ~~September~~December 3031, 2025, the total amount of GST under dispute related to the services supplied to the Australian parent entity is approximately $2327.41 million.

Based on the current status of the dispute and the strength of the Group’s legal position, the Group has concluded that it is reasonably possible, but not probable that an outflow of economic resources will be required as at ~~September~~December 3031, 2025. Accordingly, the Group has not recorded a loss contingency as at ~~September 30~~December 31, 2025, in respect of this matter.

Note 2022. Subsequent events

The Group has completed an evaluation of all subsequent events after the balance sheet date up to the date that the Unaudited Condensed Consolidated Financial Statements were available to be issued. Except as described above and below, the Group has concluded no other subsequent events have occurred that require disclosure.

~~Convertible~~Underwriting ~~notes~~commitment ~~offering~~for GPU Financing

On ~~October~~February 144, ~~2025~~2026, the Group ~~completed~~entered ~~the~~into ~~issuance~~a ofbinding ~~$1.0 billion~~commitment ~~aggregate~~letter ~~principal~~pursuant ~~amount~~to ofwhich ~~0.00%~~Goldman ~~Convertible~~Sachs ~~Senior~~Bank ~~Notes~~USA ~~due~~and inJPMorgan ~~2031~~Chase ~~(the~~Bank, ~~“2031~~N.A. ~~Convertible~~have, ~~Notes”).~~subject ~~Net~~to ~~proceeds~~certain ~~from~~conditions, ~~the~~committed ~~offering~~to ~~were~~underwrite a delayed draw financing of approximately $~~979~~3.~~0 million~~6 ~~after~~billion ~~deducting~~to ~~initial~~support ~~purchasers’~~delivery ~~discounts,~~of ~~commissions,~~dedicated ~~and~~GPU ~~estimated~~services ~~offering~~pursuant ~~expenses~~to the Microsoft Agreement. The ~~Group~~proposed ~~used~~facility ~~approximately~~is ~~$56.7 million~~expected ofto be secured by the ~~net~~related ~~proceeds~~GPUs and contracted cash flows, with phased drawdowns through 2026, and remains subject to ~~enter~~execution ~~into~~of ~~capped~~definitive ~~call~~agreements ~~transactions~~and customary closing conditions.

~~Commercial agreement for GPU services~~40

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

Hardware purchase and equipment financing agreements

On November 2, 2025, the Group entered into a purchase agreement with Dell Marketing L.P. to acquire GPUs and related products and services, to be delivered in multiple tranches beginning in March 2026, for a total purchase consideration of approximately $5.8 billion payable within 30 days of each tranche shipping. The GPUs will be installed across four data center facilities at Childress known as “Horizon 1,” “Horizon 2,” “Horizon 3,” and “Horizon 4”, representing a combined IT load of approximately 200MW.

On November 5, 2025, the Group entered into financing arrangements with Dell Financial Services for a portion of its existing GPU orders. The facility provides $199.8 million of financing, structured as a 24-month lease. The lease includes a purchase option at the Group’s sole discretion, allowing the acquisition of the GPUs upon maturity of the lease for $1.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report and with our audited consolidated financial statements included in our Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that reflect plans, estimates and beliefs and involve numerous risks and uncertainties, including but not limited to those described in “Part II—Item 1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Therefore, actual results may differ materially from those contained in any forward-looking statements.

As disclosed in our Annual Report, we have transitioned from International Financial Reporting Standards, as adopted by the International Accounting Standards Board (“IFRS”), to GAAP. All comparative figures in this Quarterly Report have been adjusted to GAAP for consistency. Key impacts of this transition are discussed in “Transition from IFRS to GAAP” and Note 3 to the financial statements included in our Annual Report.

Overview

We are a leading provider of AI Cloud Services, delivering large-scale GPU clusters for AI training and inference. Our 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.

During the quarter ended September 30, 2025, the Group revised 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. We now have two reportable business segments: AI Cloud Services and Bitcoin ~~mining~~Mining.

Our AI Cloud Services operations generate revenue by providing access to cloud-based GPU computing to customers for AI training and ~~interference~~inference workloads. As of ~~September~~December 3031, 2025, we had approximately 299,~~100~~900 GPUs ~~operating~~installed inor on order for our data centers.

Our Bitcoin ~~mining~~Mining operations generate revenue by earning Bitcoin through a combination of Block rewards and transaction fees from the operation of our Bitcoin miners and exchanging these Bitcoin for fiat currencies such as USD or CAD. We typically liquidate all the Bitcoin we mine daily and therefore did not have any Bitcoin held on our balance sheet as of ~~September~~December 3031, 2025. As of ~~September~~December 3031, 2025, we had installed hashrate capacity of approximately 5046 EH/s.

We are also pursuing a strategy of expanding and diversifying our revenue sources into other HPC and AI services beyond AI Cloud Services, including through the development of purpose-built AI data centers for colocation.

Our cash and cash equivalents were $13,~~032~~260.36 million as of ~~September~~December 3031, 2025. Our total revenue was $~~240~~184.37 million ~~for~~and ~~the three months ended September 30, 2025, compared to total revenue of~~ $52116.81 million for the three months ended ~~September~~December 3031, ~~2024.~~2025 Weand ~~generated~~2024, ~~net~~respectively, ~~income of~~ and $~~384~~425.60 million ~~for~~and ~~the three months ended September 30, 2025 compared to a net loss of~~ $51168.79 million for the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024, respectively. We generated ~~EBITDA~~net income (loss) of $~~662~~(155.74) million and $(1821.89) million for the three months ended ~~September~~December 3031, 2025 and 2024, respectively., Weand ~~generated Adjusted EBITDA of~~ $91229.72 million and $2(73.56) million for the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024, respectively. EBITDA and Adjusted EBITDA are financial measures not defined by GAAP. For a definition of EBITDA and Adjusted EBITDA, an explanation of our management’s use of these measures and a reconciliation of EBITDA and Adjusted EBITDA to loss after income tax expense, see “Key Indicators of Performance and Financial Conditions”.

We generated EBITDA of $(243.9) million and $17.3 million for the three months ended December 31, 2025 and 2024, respectively, and $418.8 million and $(1.4) million for the six months ended December 31, 2025 and 2024, respectively. We generated Adjusted EBITDA of $75.3 million and $62.4 million for the three months ended December 31, 2025 and 2024, respectively, and $167.0 million and $64.9 million for the six months ended December 31, 2025 and 2024, respectively. EBITDA and Adjusted EBITDA are financial measures not defined by GAAP. For a definition of EBITDA and Adjusted EBITDA, an explanation of our management’s use of these measures and a reconciliation of EBITDA and Adjusted EBITDA to loss after income tax expense, see “Key Indicators of Performance and Financial Conditions”.

Data Centers

We are a vertically integrated business, and currently own and operate our computing hardware (consisting of GPUs for AI Cloud Services and ASICs for Bitcoin Mining), as well as our electrical infrastructure and data centers, including the freehold land. This provides us with additional security and operational control over our assets. We believe data center ownership also allows our business to benefit from more sustainable cash flows and operational flexibility in comparison with operators that rely upon third-party colocation services or short-term land leases which may be subject to termination rights, profit sharing arrangements and/or potential changes to contractual terms such as pricing.

33We generally target development of data centers in regions where there are low-cost and attractive renewable energy sources. Our data centers are currently powered by 100% renewable energy (whether from clean or renewable energy sources or through the purchase of renewable energy certificates (“RECs”)). We also focus on grid-connected power access which we believe not only helps facilitate a more reliable, long-term supply of power, but also provides us with the ability to support the energy markets in which we operate (for example, through potential participation in demand response, ancillary services provision and load management in deregulated markets such as Texas). Over 80% of our operating data center capacity is currently located in the United States.

We ~~generally~~have ~~target~~seven ~~development of~~ data ~~centers~~center insites ~~regions~~with ~~where~~executed ~~there~~grid ~~are~~connection ~~low-cost~~agreements ~~and attractive renewable energy sources. Our data centers are currently powered by 100% renewable energy (whether from clean~~ or ~~renewable~~letters ~~energy~~of ~~sources~~agreement orrepresenting ~~through~~approximately ~~the~~4,500MW ~~purchase~~ of ~~RECs).~~total ~~We also focus on grid-connected~~ power ~~access~~capacity: ~~which~~three wein ~~believe~~Texas, ~~not~~United ~~only helps facilitate a more reliable~~States, ~~long-term~~namely ~~supply of power~~Childress, ~~but~~Sweetwater ~~also~~1 ~~provides~~and usSweetwater ~~with~~2, ~~the~~three ~~ability to support the energy markets~~ in ~~which~~British weColumbia, ~~operate (for example~~Canada, ~~through~~namely ~~potential~~Canal ~~participation in demand response~~Flats, ~~ancillary~~Mackenzie ~~services provision~~ and ~~load~~Prince ~~management~~George, inand ~~deregulated~~one ~~markets such as Texas). Over 80% of our operating data center capacity is currently located~~ in ~~the~~Oklahoma, United States.

~~We have three data center sites in Texas, United States with executed grid connection agreements, namely Childress, Sweetwater 1 and Sweetwater 2.~~ Our 750MW Childress site has been operating since April 2023 and, as of ~~September~~December 3031, 2025, has approximately 650MW of operating data center capacity and installed hashrate capacity of approximately 40.1 EH/s. We are currently undertaking an expansion of our data center capacity at Childress to support direct-to-chip liquid cooling GPU deployments known as “Horizon 1,” “Horizon 2,” “Horizon 3” and “Horizon 4” with a combined IT load of up to 200MW ~~(based on rack density of up to 200kW, subject to customer requirements) for potential growth opportunities for HPC and AI services~~. We do not expect a material reduction in hashrate capacity at our Childress site until the full deployment of “Horizon 3” and “Horizon 4.” ~~We procure RECs in respect of 100% of our energy consumption at our Childress site on a periodic basis.~~

Our 1,400MW Sweetwater 1 and 600MW Sweetwater 2 sites are under development and located approximately 40 miles from Abilene, Texas. AsWe ofare ~~September 30,~~targeting ~~2025, we had paid $11.7 million of~~ connection ~~deposits for Sweetwater 1, as well as $13.5 million in connection deposits and $4.1 million in non-refundable connection costs for Sweetwater 2, with such payments facilitating a direct connection~~ to the Electric Reliability Council of Texas (“ERCOT”) grid. We expect to pay up to $13.5 million in connection deposits over the next 12 months, related to our Sweetwater 2 site. Construction of substation infrastructure has commenced at Sweetwater 1 (along with site establishment works such as construction offices, laydown areas and ~~warehouse construction), and we are targeting grid connection and~~ a substation energization date in the second quarter of calendar year 2026 for Sweetwater 1 and the fourth quarter of calendar year 2027 for Sweetwater 2. Design works are complete for a direct fiber loop between Sweetwater 1 and Sweetwater 2.

WeOur ~~also~~30MW ~~have three data center sites in British Columbia, Canada, namely~~ Canal Flats, ~~Mackenzie and Prince George. Our Canal Flats~~ site was acquired from PodTech Innovation Inc. and certain of its related parties in January 2020, and has been operating since 2019. As of ~~September~~December 3031, 2025 it had approximately 30MW of data center capacity and hashrate capacity of approximately 1.6 EH/s. Our Mackenzie site has been operating since April 2022 and, as of September 30, 2025, had approximately 80MW of data center capacity and hashrate capacity of approximately 5.2 EH/s. Our Prince George site has been operating since September 2022 and, as of September 30, 2025, had approximately 50MW of data center capacity and hashrate capacity of approximately 2.1 EH/s. Our AI Cloud Service, comprising approximately 2,200 GPUs as of September 30, 2025, is also currently operated at our Prince George site. We expect that all of the hashrate capacity at Prince George will be displaced following the full deployment of GPUs at the site.

~~Each~~Our of80MW ~~our~~Mackenzie ~~sites~~site inhas ~~British Columbia are connected to BC Hydro electricity transmission network and have~~ been ~~100%~~operating ~~powered by renewable energy~~ since ~~commencement~~April of2022 ~~operations (currently approximately 98% sourced from clean or renewable sources~~and, ~~including~~as ~~through~~of ~~hydroelectric sources~~December 31, ~~wind~~2025, ~~solar~~had ~~and~~approximately ~~biomass,~~80MW asof ~~reported~~data bycenter BCcapacity ~~Hydro~~ and ~~approximately~~hashrate 2%capacity ~~accounted for by the purchase~~ of ~~RECs)~~approximately 4.4 BCEH/s, ~~Hydro~~down ~~retains the environmental attributes~~ from ~~the renewable energy they sell us~~5.2 ~~Our~~EH/s ~~contracts~~following ~~with~~GPU BCretrofitting ~~Hydro~~at ~~each~~our ~~had~~Mackenzie ansite ~~initial term of one year and shall extend until terminated~~ in ~~accordance~~connection with the ~~terms~~Group’s ofstrategic ~~the~~focus ~~agreement~~on ~~upon~~expanding ~~six~~its ~~months’~~AI ~~notice~~Cloud Services.

AsOur of50MW Prince George site has been operating since September 2022 and, as of December 3031, 2025, ~~83%~~had ~~and~~approximately ~~17%~~50MW of data center capacity. All of the ~~Company’s~~hashrate ~~non-current~~capacity ~~assets~~at ~~were~~Prince ~~located~~George inhas ~~the~~been ~~United~~displaced ~~States~~to ofaccommodate ~~America~~GPUs ~~and~~at ~~Canada,~~the ~~respectively~~site.

~~Recent~~As ~~Developments~~of December 31, 2025, the Group had secured contractual rights to procure land and 1,600MW of grid-connected power for a new data center site in Oklahoma.

As of December 31, 2025, 71% and 29% of the Company’s non-current assets were located in the United States of America and Canada, respectively.

AI Cloud Services

~~During~~On ~~the~~November ~~three~~2, ~~months~~2025, ~~ended~~the ~~September~~Group ~~30,~~entered ~~2025~~into wean ~~signed~~agreement ~~additional~~with ~~multi-year~~Microsoft ~~cloud~~Corporation ~~services~~(the ~~contracts~~“Microsoft ~~with~~Agreement”), ~~leading~~pursuant AIto ~~companies,~~which ~~consisting~~we ofwill ~~approximately~~provide ~~5,000~~Microsoft ~~GPUs~~Corporation ofwith ~~our~~dedicated ~~total~~GPU ~~fleet~~services ofat ~~approximately~~“Horizon” ~~23,300~~data ~~GPUs~~center ~~(installed~~facilities orlocated onin ~~order)~~Childress, asTexas ofover ~~September~~a ~~30,~~five-year ~~2025~~average term. The InGPU ~~addition,~~services onwill ~~October~~be 4,made ~~2025~~available ~~and~~to ~~October~~Microsoft ~~30,~~Corporation ~~2025,~~in wefour ~~signed~~tranches ~~additional~~targeted ~~cloud~~for ~~services~~deployment ~~contracts~~during ~~consisting~~2026 of(subject ~~approximately~~to ~~4,000~~extension ~~GPUs~~in ~~and~~certain ~~1,100~~circumstances). The ~~GPUs,~~total ~~respectively.~~

3442

On November 2, 2025, we entered into an agreement with Microsoft Corporation, pursuant to which we will provide Microsoft with dedicated GPU services at “Horizon” data center facilities located in Childress, Texas over a five-year average term. The GPU services will be made available to Microsoft in several tranches targeted for deployment during 2026 (subject to extension in certain circumstances). The total contract value is approximately $9.7 billion through 2031, with 20% of the contract value for each tranche to be paid prior to the applicable delivery date and credited against the service fees due and payable after the 24th calendar month of the applicable GPU service term on a pro rata basis. The ~~GPUs that will be used to provide the~~ GPU ~~services~~quantity ~~will be installed across four data center facilities at Childress known as “Horizon 1,” “Horizon 2,” “Horizon 3”~~ and ~~“Horizon 4”, representing a combined IT load of approximately 200MW. Cash flows from~~ the ~~Microsoft~~estimated ~~Agreement~~monthly ~~will~~payments beare ~~used~~expected to ~~finance~~be ~~part of the~~ approximately ~~$5.8~~equal ~~billion~~across ofall ~~GPU~~four ~~related capital expenditure anticipated to be required in connection with the agreement~~tranches.

The GPUs that will be used to provide the GPU services will be installed across “Horizon 1,” “Horizon 2,” “Horizon 3” and “Horizon 4”, representing a combined IT load of approximately 200MW. Cash flows from the Microsoft Agreement will be used to finance part of the approximately $5.8 billion of GPU related capital expenditure anticipated to be required in connection with the Microsoft Agreement.

The Microsoft Agreement contains customary termination rights (including certain cure periods), including, subject to a cure period, a right for Microsoft to terminate if the applicable Group counterparty fails to meet agreed delivery dates and other remedies. The Microsoft Agreement contains other customary provisions for an agreement of this nature, including service level commitments, excluded delays, delay credits, governance reporting, representations and warranties, force majeure, indemnities and limitations of liability. The commencement of the parties’ obligations under the Microsoft Agreement is subject to a delivery acceptance process.

Hardware Purchases

~~During~~On November 2, 2025, the ~~three~~Group ~~months~~entered ~~ended~~into ~~September~~a ~~30,~~purchase ~~2025,we~~agreement ~~procured,~~with ~~through~~Dell aMarketing ~~combination~~L.P. of(“Dell”) ~~purchases~~pursuant ~~and~~to ~~equipment~~which ~~finance~~Dell ~~leasing,~~will ~~approximately~~supply ~~21,200~~to the Group GPUs and ancillary products and services, scheduled to be ~~installed~~delivered atin ~~our~~four ~~Prince~~tranches ~~George~~during ~~site,~~2026 ~~that~~(commencing ~~brought~~March ~~the~~2026), ~~total~~for ~~GPU~~an ~~fleet~~aggregate topurchase price of approximately ~~23,300~~$5.8 ~~GPUs~~billion payable in installments within 30 days of each tranche shipping (~~installed~~the or“Dell onPurchase ~~order~~Agreement”). asThe number of ~~September~~GPU 30server racks are expected to be equal across all four tranches. The Dell Purchase Agreement contains customary representations, ~~2025~~warranties, covenants, indemnities and termination rights. The Company has agreed to provide an unconditional parent guarantee with respect to the obligations under the Dell Purchase Agreement.

OnAdditionally, on November 25, 2025, the Group entered into afinancing ~~purchase~~arrangements ~~agreement~~ with Dell ~~Marketing~~Financial ~~L.P.~~Services ~~(“Dell”) pursuant~~ to ~~which~~finance ~~Dell~~a ~~will~~portion ~~supply~~of to the Group’s ~~GPUs~~GPU ~~and~~orders ~~ancillary~~for ~~products~~Prince ~~and~~George. The ~~services,~~facility ~~scheduled~~provides to$199.8 bemillion ~~delivered~~of infinancing, ~~several~~structured ~~tranches~~as ~~from~~a ~~March~~24-month ~~2026,~~lease. The ~~for~~lease anincludes ~~aggregate~~a purchase ~~price~~option ofat ~~approximately~~the ~~$5.8~~Group’s ~~billion~~sole ~~payable~~discretion, inallowing ~~installments~~the ~~within~~acquisition 30of ~~days~~the GPUs upon maturity of ~~each~~the ~~tranche~~lease ~~shipping.~~for $1. The Company has agreed to provide ana ~~unconditional~~ parent guarantee with respect to ~~the~~all payment obligations under this ~~agreement~~facility.

~~Additionally,~~Convertible onNotes ~~November~~Transactions; 5,Equity 2025, the Group entered into financing arrangements with Dell Financial Services to finance a portion of the Group’s GPU orders. The facility provides $199.8 million of financing, structured as a 24-month lease. The lease includes a purchase option at the Group’s sole discretion, allowing the acquisition of the GPUs upon maturity of the lease for $1. The Company has agreed to provide a parent guarantee with respect to all payment obligations under this facility.Offering

~~Transition~~On toOctober U14, 2025, the Company issued $1.S0 billion aggregate principal amount of its 2031 Convertible Notes. ~~Domestic~~Net ~~Issuer~~proceeds ~~Reporting~~from the offering of the 2031 Convertible Notes were approximately $979.0 million after deducting initial purchasers’ discounts, commissions, and estimated offering expenses. The Company used approximately $56.7 million of the net proceeds to enter into capped call transactions in connection with the 2031 Convertible Notes.

AsOn of December 318, ~~2024~~2025, the ~~Group~~Company noissued ~~longer~~$1.15 ~~met~~billion ~~the~~aggregate ~~definition~~principal amount of aits ~~“foreign~~2032 ~~private~~Convertible ~~issuer”~~Notes ~~under~~and U$1.S15 billion aggregate principal amount of its 2033 Convertible Notes. ~~federal~~The ~~securities~~net ~~regulations~~proceeds ~~and~~from isthe ~~therefore~~offerings ~~required~~of tothe ~~file~~2032 ~~periodic~~Convertible ~~reports~~Notes onand Uthe 2033 Convertible Notes were approximately $2,270.S.0 ~~domestic~~million ~~issuer~~after ~~forms~~deducting ~~from~~the ~~June~~initial 30purchasers’ discounts, ~~2025~~commissions and estimated offering expenses. ~~Accordingly,~~The ~~this~~Company ~~Quarterly~~used ~~Report~~$201.0 ~~contains~~million ~~unaudited~~of ~~condensed~~the ~~consolidated~~net ~~financial~~proceeds ~~statements~~to ~~prepared~~fund the cost of entering into the capped call transactions, in ~~accordance~~aggregate, in connection with ~~GAAP~~the 2032 Convertible Notes and the 2033 Convertible Notes.

~~Executive~~In ~~Leadership~~addition, ~~Change~~on December 2, 2025, the Company entered into certain separate, privately negotiated transactions with a limited number of holders of the Company’s outstanding (i) 2030 Convertible Notes and (ii) 2029 Convertible Notes to repurchase approximately $227.7 million aggregate principal amount of the 2030 Convertible Notes for approximately $608.2 million, which includes accrued and unpaid interest, and to repurchase approximately $316.6 million aggregate principal amount of the 2029 Convertible Notes for approximately $1,024.2 million, which includes accrued and unpaid interest, for an aggregate purchase price of approximately $1,632.4 million (the “Repurchases”). The Repurchases were completed on or about December 8, 2025. See “—Liquidity and Capital Resources” for additional information.

On ~~September~~December 82, 2025, wein ~~appointed~~conjunction ~~Anthony~~with ~~Lewis~~the asRepurchases, ~~Chief~~the ~~Financial~~Company ~~Officer.~~entered ~~Our~~into ~~former~~certain ~~Chief~~share ~~Financial~~purchase ~~Officer~~agreements, ~~ceased~~by ~~employment~~and between the ~~same~~Company ~~day.~~and certain purchasers, pursuant to which the Company agreed to sell 39,699,102 Ordinary

~~Convertible Notes Transaction~~43

Onshares ~~October~~in ~~14,~~a ~~2025,~~registered ~~the~~direct ~~Group~~offering ~~completed~~at ~~the~~a ~~issuance~~price of $141.012 ~~billion~~per ~~aggregate~~share ~~principal amount of 0.00% Convertible Senior Notes due in 2031. Net proceeds from~~ (the ~~offering~~“Equity ~~were approximately $979~~Offering”).0 ~~million after deducting initial purchasers’ discounts, commissions, and estimated offering expenses.~~ The ~~Group~~issuance ~~used approximately $56.7 million of the net proceeds to enter into capped call transactions. See ‘Item 2 - Management’s Discussion~~ and ~~Analysis~~sale of ~~Financial~~39,699,102 ~~Condition~~Ordinary ~~and~~shares ~~Results~~was ofcompleted ~~Operations~~on -December ~~Liquidity~~8, ~~and Capital Resources’ for additional information~~2025.

Recent Developments

Underwriting commitment for GPU Financing

On February 4, 2026, the Group entered into a binding commitment letter pursuant to which Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A. have, subject to certain conditions, committed to underwrite a delayed draw financing of approximately $3.6 billion to support satisfaction of the Group’s obligations under the Microsoft Agreement. The proposed facility is expected to be secured by the GPUs the Group proposes to utilize to service, and the cash flows to be generated from, the Microsoft Agreement, with phased drawdowns through 2026, and remains subject to execution of definitive agreements and customary closing conditions. No assurances can be given that the delayed draw term loan facility will be entered into in the amount indicated above or at all.

Factors Affecting Our Performance

Ability to Expand HPC and AI services and Secure Customers

Our growth strategies include pursuing a strategy to expand and diversify our revenue streams into new markets. Pursuant to that strategy, we are increasing our focus on diversification into HPC and AI services, including the provision of AI Cloud Services and potential colocation services. We believe we may be able to leverage our existing infrastructure and expertise to continue to expand our HPC and AI Cloud Services offering and target a range of customers across various sectors. We are pursuing a strategy of replacing ASICs for Bitcoin mining with GPUs and/or contracts for HPC and AI services at some of our data centers. We are advancing the design of direct-to-chip liquid cooling systems, including to support an initial IT load of up to 200MW (based on rack density of 200kW, subject to customer requirements) liquid-cooled deployment at Childress. As we enter into new markets for HPC and AI services, we will face new sources of competition, new business models and new customer relationships. Our ability to secure and retain customers on commercially reasonable terms or at all, and specifically our ability to attract and retain customers under contracts that generate recurring revenue, will affect our expansion into HPC and AI services. Our strategy may not be successful as a result of a number of factors described under “Item 1A. Risk Factors—Risks Related to Our Business—Our increased focus on HPC and AI services may not be successful and may result in adverse consequences to our business, results of operations and financial condition” in our Annual Report. Our efforts to diversify our revenue streams may distract management, require significant additional capital, expose us to new competition and market dynamics, and increase our cost of doing business.

and expertise to continue to expand our HPC and AI Cloud Services offering and target a range of customers across various sectors. We are pursuing a strategy of replacing ASICs for Bitcoin mining with GPUs and/or contracts for HPC and AI services at some of our data centers. We are advancing the design of direct-to-chip liquid cooling systems, including to support an initial IT load of up to 200MW (based on rack density of 200kW, subject to customer requirements) liquid-cooled deployment at Childress. As we enter into new markets for HPC and AI services, we will face new sources of competition, new business models and new customer relationships. Our ability to secure and retain customers on commercially reasonable terms or at all, and specifically our ability to attract and retain customers under contracts that generate recurring revenue, will affect our expansion into HPC and AI services. Our strategy may not be successful as a result of a number of factors described under “Item 1A. Risk Factors—Risks Related to Our Business—Our increased focus on HPC and AI services may not be successful and may result in adverse consequences to our business, results of operations and financial condition” in our Annual Report. Our efforts to diversify our revenue streams may distract management, require significant additional capital, expose us to new competition and market dynamics, and increase our cost of doing business.

Market Value of Bitcoin

WeWhile ~~primarily~~we are in the process of expanding and diversifying our revenue sources to include AI Cloud Services, we currently derive our revenues primarily from Bitcoin mining. We earn rewards from Bitcoin mining that are paid in Bitcoin. We currently liquidate rewards that we earn from mining Bitcoin in exchange for fiat currencies such as USD or CAD, typically on a daily basis. Because the rewards we earn from mining Bitcoin are paid in Bitcoin, our operating and financial results are tied to fluctuations in the value of Bitcoin. In addition, positive or negative changes in the global hashrate impact mining difficulty and therefore the rewards we earn from mining Bitcoin may as a result materially affect our revenue and margins.

In a declining Bitcoin price environment, the Bitcoin mining protocol may provide a natural downside protection for low-cost Bitcoin miners through an adjustment to the number of Bitcoin mined. For example, when the Bitcoin price falls, the ability for higher cost miners to pay their operating costs may be impacted, which in turn may lead over time to higher cost miners switching off their operations (for example, if their marginal cost of power makes it unprofitable to continue mining, they may exit the network). As a result, in such circumstances the global hashrate may fall, and remaining low-cost miners may benefit from an increased percentage share of the fixed Bitcoin network rewards.

Conversely, in a rising Bitcoin price environment, additional mining machines may be deployed by miners, leading to increased global hashrate in the overall network. In periods of rising Bitcoin prices we may increase our capital expenditures in mining machines and related infrastructure to take advantage of potentially faster ~~return~~returns on investments, subject to availability of capital and market conditions. However, we also note that the global hashrate may also increase or decrease irrespective of changes in the Bitcoin price.

While the supply of Bitcoin is capped at 21 million, the price of Bitcoin fluctuates not just because of traditional notions of supply and demand but also because of the dynamic nature of the market for Bitcoin. Having been created in just a little over a decade as of the date of this Quarterly Report, the market for Bitcoin is rapidly changing and subject to global regulatory, tax, political, environmental, cybersecurity, and market factors beyond our control. For a discussion of other factors that could lead to material adverse changes in the market value of Bitcoin, which could in turn result in substantial damage to or even the failure of our business, see “Item 1A. Risk Factors—Risks Related to Our Business” in our Annual Report.44

~~Further,~~While the ~~rewards~~supply ~~for~~of ~~each~~ Bitcoin ~~mined~~ is ~~subject~~capped ~~to “halving” adjustments~~ at ~~predetermined~~21 ~~intervals.~~million, At the ~~outset,~~price ~~the~~of ~~reward~~Bitcoin ~~for~~fluctuates ~~mining~~not ~~each~~just ~~block~~because ~~was~~of ~~set~~traditional atnotions 50of ~~Bitcoins~~supply and ~~this~~demand ~~was~~but ~~cut~~also inbecause ~~half~~of tothe 25dynamic ~~Bitcoins~~nature onof ~~November~~the ~~28,~~market ~~2012~~for atBitcoin. ~~block~~Given ~~210,000,~~its ~~cut~~relative ininfancy ~~half~~compared to ~~12.5~~other ~~Bitcoins~~more onestablished ~~July 9~~markets, ~~2016~~the atmarket ~~block~~for ~~420,000,~~Bitcoin ~~cut~~is inrapidly ~~half~~changing toand ~~6.25~~subject ~~Bitcoins~~to onglobal ~~May~~regulatory, 11tax, ~~2020~~political, atenvironmental, ~~block 630~~cybersecurity,~~000,~~ and ~~cut~~market infactors ~~half~~beyond ~~again~~our ~~to 3~~control.~~125~~ ~~Bitcoins~~For ona ~~April~~discussion ~~20,~~of ~~2024~~other atfactors ~~block~~that ~~840,000.~~could ~~The~~lead ~~next two halving events for Bitcoin are expected~~ to ~~take~~material ~~place~~adverse changes in ~~2028 at block 1,050,000 (when~~ the ~~reward~~market ~~will~~value ~~reduce~~of ~~to 1.5625 Bitcoins)~~Bitcoin, ~~and~~which could in ~~2032~~turn atresult ~~block~~in ~~1,260,000~~substantial ~~(when~~damage ~~the reward will reduce~~ to ~~0.78125~~or ~~Bitcoins).~~even As the ~~rewards~~failure ~~for~~of ~~each~~our ~~Bitcoin mined reduce~~business, ~~the~~see ~~Bitcoin~~“Item ~~we earn relative to our hashrate capacity decrease~~1A. AsRisk aFactors—Risks ~~result~~Related ~~these adjustments have had, and will continue~~ to ~~have,~~Our ~~material~~Business” ~~effects~~in on our ~~operating~~Annual ~~and financial results~~Report.

Further, the rewards for each Bitcoin mined are subject to “halving” adjustments at predetermined intervals. At the outset, the reward for mining each block was set at 50 Bitcoins and this was cut in half to 25 Bitcoins on November 28, 2012 at block 210,000, cut in half to 12.5 Bitcoins on July 9, 2016 at block 420,000, cut in half to 6.25 Bitcoins on May 11, 2020 at block 630,000, and cut in half again to 3.125 Bitcoins on April 20, 2024 at block 840,000. The next two halving events for Bitcoin are expected to take place in 2028 at block 1,050,000 (when the reward will reduce to 1.5625 Bitcoins), and in 2032 at block 1,260,000 (when the reward will reduce to 0.78125 Bitcoins). As the rewards for each Bitcoin mined reduce, the Bitcoin we earn relative to our hashrate capacity decreases. As a result these adjustments have had, and will continue to have, material effects on our operating and financial results.

Efficiency of Mining Machines

As global mining capacity increases, we will need to correspondingly increase our total hashrate capacity in order to maintain our proportionate share relative to the overall global hashrate – all else being equal – to maintain the same amount of Bitcoin mining revenue. Our Bitcoin mining operations currently utilize the Bitmain S21 XP miners, S21 Pro miners, S21 miners and T21 miners. To remain cost competitive compared to other mining sector participants, in addition to targeting cost effective sources of energy and operating efficient data center infrastructure, we expect we will need to maintain an energy efficient mining fleet, which will require capital outlays to purchase new miners, so that we can make periodic upgrades to our existing mining fleet.

36In certain periods, there may be disruption in the global supply chain leading to shortage of advanced mining machines that meet our standard of quality and efficiency. To maintain our competitive edge over the long-term, we strive to maintain strong relationships with suppliers and vendors across the supply chain so that our fleet of miners is competitive.

~~S21~~Ability ~~miners and T21 miners. To remain cost competitive compared~~ to ~~other~~Secure ~~mining~~Low-Cost ~~sector~~Electricity ~~participants, in addition to targeting cost effective sources of energy~~ and ~~operating~~Timely ~~efficient~~Grid ~~data center infrastructure~~Connections, weParticularly ~~expect~~Renewable ~~we will need to maintain an energy efficient mining fleet, which will require capital outlays to purchase new miners, so that we can make periodic upgrades to our existing mining fleet.~~Power

InBitcoin ~~certain~~mining ~~periods,~~and ~~there~~HPC ~~may~~and beAI ~~disruption~~services inconsume ~~global~~extensive ~~supply~~energy, ~~chain~~including ~~leading~~for toboth ~~shortage~~the mining and cooling aspects of ~~advanced~~our ~~mining~~operations. ~~machines~~In particular, we believe that ~~meet~~the ~~our~~global ~~standard~~demand offor ~~quality~~HPC and ~~efficiency.~~AI Toservices ~~maintain~~for ~~our~~various ~~competitive~~programs, ~~edge~~including ~~over~~AI Cloud Services, and the ~~long-term~~need for reliability in such industry, weas ~~strive~~well toas ~~maintain~~the ~~strong~~increasing ~~relationships~~difficulty ~~with~~of ~~suppliers~~the Bitcoin network, driven by more miners and ~~vendors~~higher ~~across~~global hashrate, and the ~~supply~~periodic ~~chain~~halving soadjustments ~~that~~of ~~our~~Bitcoin ~~fleet~~reward rates, will drive the increasing importance of ~~miners~~access isto ~~competitive.~~power and cost effectiveness in HPC and AI services and Bitcoin mining over the long-term.

~~Ability~~Certain governments and regulators are increasingly focused on the energy and environmental impact of HPC and AI services and Bitcoin mining. This has led, and could lead, to ~~Secure~~new ~~Low~~governmental measures regulating, restricting or prohibiting the use of electricity for HPC and AI services and Bitcoin mining, or HPC and AI services and Bitcoin mining generally or could result in increased power costs for these types of power consumers. See “Item 1A. Risk Factors—Any electricity outage, non-~~Cost~~supply ~~Electricity~~or limitation of electricity supply, ~~Particularly~~including ~~Renewable~~as ~~Power~~a result of political pressures or regulations, may result in material impacts to our operations and financial performance,” “Part 1. Item 1.A. Risk Factors—Risks Related to Our Business—Our growth strategy may take significant time and expenditure to implement and our efforts may not be successful” and “Item 1A. Risk Factors—Risks Related to Regulations and Regulatory Frameworks—Bitcoin mining and HPC and AI services are energy-intensive, which may restrict the geographic locations of miners and operations, in particular, to locations with renewable sources of power. Government regulators and utilities may potentially restrict the ability of electricity suppliers to provide electricity to Bitcoin miners or HPC and AI service providers, including us, or Bitcoin mining or HPC and AI services generally” in our Annual Report. For example, the British Columbia Court of Appeal has recently upheld the Government of British Columbia’s moratorium on new and early-stage BC Hydro connection requests from cryptocurrency mining projects and the State of Texas has introduced, and may introduce, new laws and regulations that impose new processes and requirements relating to the interconnection of facilities of large electrical loads to the ERCOT grid which include, among other things, voltage ride-through and/or frequency ride-through requirements. In December 2025, ERCOT announced that it was amending the approval process for large load interconnection requests. ERCOT is in the process of designing and implementing a process that will batch multiple large load interconnection requests together to determine system impacts of multiple projects at once to establish transmission

Bitcoin mining and HPC and AI services consume extensive energy, including for both the mining and cooling aspects of our operations. In particular, we believe the increasing difficulty of the network, driven by more miners and higher global hashrate, and the periodic halving adjustments of Bitcoin reward rates, as well as the global demand for HPC and AI services for various programs, including AI Cloud Services, and the need for reliability in such industry, will drive the increasing importance of access to power and cost effectiveness in Bitcoin mining and HPC and AI services over the long-term.45

~~Certain~~needs ~~governments~~for ~~and~~load ~~regulators~~customers ~~are~~in ~~increasingly~~that ~~focused on the energy and environmental impact of Bitcoin mining and HPC and AI services~~batch. ~~This has led~~ Furthermore, ~~and~~increasing ~~could~~demand ~~lead, to new governmental measures regulating, restricting or prohibiting the use of electricity~~ for ~~Bitcoin~~energy ~~mining~~is ~~and~~contributing ~~HPC~~to ~~and~~heightened AIcomplexity ~~services, or Bitcoin mining or HPC~~ and AIadditional ~~services~~constraints ~~generally or could result~~ in ~~increased~~energy ~~power~~markets ~~costs for these types of power consumers. See “Item 1A. Risk Factors—Any electricity outage, non-supply or limitation of electricity supply,~~ including asload aramp ~~result~~requirements ofby ~~political~~utilities ~~pressures~~ or ~~regulations,~~grid may result in material impacts to our operations and financial performance” and “Item 1A. Risk Factors—Risks Related to Regulations and Regulatory Frameworks—Bitcoin mining and HPC and AI services are energy-intensiveoperators, which may ~~restrict~~not ~~the~~align ~~geographic locations of miners and operations, in particular, to locations~~ with ~~renewable sources of power. Government regulators and utilities may potentially restrict~~ the ~~ability~~Company’s ofplanned ~~electricity~~data ~~suppliers~~center todevelopment ~~provide electricity to Bitcoin miners or HPC~~ and AIcommissioning ~~service~~timelines. ~~providers,~~Shorter ~~including~~ramp ~~us,~~schedules orcould ~~Bitcoin~~result ~~mining or HPC and AI services generally”~~ in ~~our~~financial ~~Annual~~penalties ~~Report.~~or ~~For~~loss ~~example, the British Columbia Court~~ of ~~Appeal~~available ~~has~~capacity ~~recently~~if ~~upheld~~required ~~the~~load ~~Government~~thresholds ofare ~~British~~not ~~Columbia’s~~met, ~~moratorium~~while onlonger ~~new~~ramp ~~and~~schedules ~~early-stage~~could BCdelay ~~Hydro connection requests from cryptocurrency mining projects and~~ the ~~State~~energization of ~~Texas~~data ~~has~~centers ~~introduced,~~ and ~~may~~associated ~~introduce,~~operations. ~~new~~Any ~~laws~~such ~~and~~misalignment ~~regulations~~between ~~that~~required ~~impose~~load ~~new~~ramps ~~processes~~ and ~~requirements~~operational ~~for~~timing ~~relating~~could tohave ~~the~~adverse ~~interconnection~~effects ofon ~~facilities of large electrical loads to~~ the ~~ERCOT~~Company’s ~~grid which include~~business, ~~among~~financial ~~other things~~condition, ~~voltage ride-through~~ and~~/or~~ ~~frequency~~results ~~ride-through~~of ~~requirements~~operations.

The price we pay for electricity depends on numerous factors including sources of generation, regulatory environment, electricity market structure, commodity prices, transmission cost allocation, instantaneous supply/demand balances, counterparty and procurement method. These factors may be subject to change over time and result in increased power costs. In regulated markets, such as in British Columbia, suppliers of renewable power rely on regulators to approve raises in rates, resulting in fluctuations subject to requests for rate increases and their approval thereof; in markets that are largely deregulated, such as in Texas, prices of renewable power in the competitive market within ERCOT will fluctuate within the wholesale market alongside sources of electricity from non-renewable resources, which is often driven by price fluctuations in commodities such as natural gas. In addition, developments in the United States, including actions taken by the new Trump Administration, such as a series of executive orders aimed at, among other things, pausing approvals of wind power projects, pausing funding of programs aimed at promoting renewable energy and increasing oil and gas production, as well as the Department of Energy’s cancellation of certain grants for clean energy projects, signal a policy shift away from supporting renewable energy production. Likewise, the One Big Beautiful Bill Act decreases or eliminates certain tax credits available for new renewable generation projects, which could result in fewer such projects being constructed and lead to increases in electricity prices as demand increases. There have also been legislative proposals and other legal developments targeting renewable energy and large electrical loads in certain states, including Texas. While the impacts of these actions and any future developments cannot be fully predicted at this time, any reductions or modifications to, or the elimination of, laws, programs or incentives that provide electricity to Bitcoin miners or HPC and AI services operators or that support renewable energy, or the implementation of more arduous requirements for renewable energy projects, could potentially limit the availability of, and increase the costs we incur for, electricity, ~~and~~ including renewable energy, in the United States.

Competitive Environment

We compete with a variety of Bitcoin miners globally, including individual hobbyists, mining pools and public and private companies, as well as HPC and AI service providers including large and well-funded companies. We believe that, even if the price of Bitcoin decreases, the Bitcoin mining market will continue to draw new miners and increase the scale and sophistication of competition in the Bitcoin mining industry, while the HPC and AI services industry continues to draw companies with significant resources to dedicate to growing their HPC and AI services business as well as expertise in the industry. Increasing competition generally results in an increase to the global hashrate, which in turn would generally lead to a reduction in the percentage share of the fixed Bitcoin network rewards that Bitcoin miners, including the Company, would earn, and may result in larger and more established HPC and AI services providers increasing their resource allocation and attention to the industry, which could make our ability to compete, including to attract and maintain customers, more difficult. In addition, the new Trump Administration in the United States has suggested it may introduce different regulatory treatment for digital assets, including Bitcoin, that are mined within the United States compared to those that are mined outside of the United States. As a result, we may face increased competition specifically within the United States for low-cost energy and mining hardware from those attempting to benefit from any potential favorable treatment from mining within the United States.

Inflation and Macroeconomic Risk

Global economic and geopolitical conditions have been increasingly volatile due to factors such as trade restrictions, inflation, rising interest rates and supply chain disruptions. The impacts of inflation have resulted in increased operating expenses as we grow and develop our managerial, operational and financial resources and systems, consistent with its impact on the general economy. If our costs, in particular labor, information ~~system~~systems, technology, hardware and utilities costs, were to become subject to significant inflationary pressures, we might not be able to effectively mitigate such higher costs. In addition, inflation may impact our ability to obtain financing for future capital expenditures at a price that is acceptable. Our inability or failure to do so could adversely affect our business, financial condition, and results of operations.

Market Events Impacting the Digital Asset Industry

In the past, market events in the digital asset industry have negatively impacted market sentiment towards the broader digital asset industry. There have also been declines from time to time in the value of digital assets generally, including the value of Bitcoin, in connection with these events, which have impacted the Group from a financial and operational perspective. We expect that any such declines that may occur in the future would also impact the business and operations of the Group, and if such declines are significant, they could result in reduced revenue and operating cash flows and net operating losses, and could also negatively impact our ability to raise additional financing.

Market Events Impacting Digital Asset Trading Platforms

In the past, market events in the digital asset markets have involved and/or impacted certain digital asset trading platforms. As previously described, the mining pools, that we utilize for the purposes of our Bitcoin mining, currently transfer the Bitcoin we mine to Kraken, a digital asset trading platform, on a daily basis. Such Bitcoin is then exchanged for fiat currency on the Kraken exchange or via its over-the-counter trading desk on a daily basis.

Because we currently exchange the Bitcoin we mine for fiat currency on a daily basis, we believe we have limited exposure to fluctuations in the value of Bitcoin with respect to the Bitcoin that we mine once we have mined such Bitcoin. In addition, we currently aim to withdraw fiat currency proceeds from Kraken on a daily basis and transfer such proceeds to one or more of our banks or other financial institutions. As a result, we have only limited amounts of Bitcoin and fiat currency with Kraken at any time, and accordingly we believe we have limited exposure to potential risks related to excessive redemptions or withdrawals of digital assets or fiat currencies from, or suspension of redemptions or withdrawals of digital assets or fiat currencies from, Kraken, or any other digital asset trading platform or custodian we may use in the future for purposes of liquidating the Bitcoin we mine on a daily basis. However, if Kraken, or any such other digital asset trading platform or custodian suffers excessive redemptions or withdrawals of digital assets or fiat currencies, or suspends redemptions or withdrawals of digital assets or fiat currencies, as applicable, any Bitcoin we have transferred to such platform that has not yet been exchanged for fiat currency, as well as any fiat currency that we have not yet withdrawn, as applicable, would be at risk.

38In addition, if any such event were to occur with respect to Kraken or any such other digital asset trading platform or custodian we utilize to liquidate the Bitcoin we mine, we may be required to, or may otherwise determine it is appropriate to, or if for any reason we decide to, switch to an alternative digital asset trading platform and/or custodian, as applicable. We do not currently use any other digital asset trading platforms or custodians to liquidate the Bitcoin we mine. While we expect to continue to utilize Kraken, there are numerous alternative digital asset trading platforms that operate exchanges and/or over-the-counter trading desks with similar functionality to Kraken, and there are also several alternative funds transfer arrangements for facilitating the transfer of fiat currency proceeds from Kraken either with or without the use of a third-party custodian. We have onboarded Coinbase as an alternative digital asset trading platform to liquidate Bitcoin that we mine, although we have not utilized the Coinbase platform as of December 31, 2025. We may explore opportunities with alternative digital asset trading platforms, over-the-counter trading desks and custodians, and believe we have the ability to switch to Coinbase or alternative digital asset trading platforms and/or funds transfer arrangements to liquidate Bitcoin we mine and transfer the fiat currency proceeds without material expense or delay. As a result, we do not believe our business is substantially dependent on the Kraken digital asset trading platform.

In addition, if any such event were to occur with respect to Kraken or any such other digital asset trading platform or custodian we utilize to liquidate the Bitcoin we mine, we may be required to, or may otherwise determine it is appropriate to, or if for any reason we decide to, switch to an alternative digital asset trading platform and/or custodian, as applicable. We do not currently use any other digital asset trading platforms or custodians to liquidate the Bitcoin we mine. While we expect to continue to utilize Kraken, there are numerous alternative digital asset trading platforms that operate exchanges and/or over-the-counter trading desks with similar functionality to Kraken, and there are also several alternative funds transfer arrangements for facilitating the transfer of fiat currency proceeds from Kraken either with or without the use of a third-party custodian. We have onboarded Coinbase as an alternative digital asset trading platform to liquidate Bitcoin that we mine, although we have not utilized the Coinbase platform as of September 30, 2025. We may explore opportunities with alternative digital asset trading platforms, over-the-counter trading desks and custodians, and believe we have the ability to switch to Coinbase or alternative digital asset trading platforms and/or funds transfer arrangements to liquidate Bitcoin we mine and transfer the fiat currency proceeds without material expense or delay. As a result, we do not believe our business is substantially dependent on the Kraken digital asset trading platform.

However, digital asset trading platforms and third-party custodians, including Kraken, are subject to a number of risks outside our control which could impact our business. In particular, during any intervening period in which we are switching digital asset trading platforms and/or third-party custodians, we could be exposed to credit risk with respect to any Bitcoin or fiat currency held by them. In addition, we could be exposed to fluctuations in the value of Bitcoin with respect to the Bitcoin that we mine during such period or that was previously mined but has not yet been exchanged for fiat currency.

Impact of Tariffs

During the 2025 calendar year, the United States announced the intention to impose tariffs on various countries, including an across-the-board 10% tariff on all countries and individualized higher tariffs on certain countries, including countries from which we have historically sourced miners (including Malaysia, Indonesia, and Thailand) and other hardware and equipment. Several of such tariffs have come into effect as of the date of this report, which could result in higher prices in order to obtain ~~miners~~GPUs and other hardware and equipment, as well as limit the availability of ~~miners~~GPUs and other hardware and equipment and could impact our timelines for installation, energization and expected revenue. In addition to those tariffs which have already come into effect, additional tariffs and trade restrictions have been suggested and others may be suggested in the future, which, if they were enacted, could further impact our business. For example, on August 7, 2025, the United States proposed a 100% tariff on semiconductors imported to the United States. Uncertainty around geopolitical conditions and international trade policies may continue to affect the movement and costs of goods, materials, services and capital. Further, we have received notices disputing the origin of Bitcoin miners imported during 2024 and 2025 from Indonesia, Thailand and Malaysia, claiming the origin of such miners is China and that an additional 25% tariff is applicable to certain shipments imported during such period. While we believe these disputes are without merit, including based on representations from the seller, and we have challenged them, if we are unsuccessful we would owe additional tariffs with respect to the import of such miners which could be material and could materially impact our business, prospects, operations and financial performance. See “Item 1A. Risk Factors—Changing political and geopolitical conditions, including changing international trade policies and the implementation of wide-ranging, reciprocal and retaliatory tariffs and trade restrictions, could adversely impact our business, prospects, operations and financial performance” in our Annual Report.

and others may be suggested in the future, which, if they were enacted, could further impact our business. For example, on August 7, 2025, the United States proposed a 100% tariff on semiconductors imported to the United States. Uncertainty around geopolitical conditions and international trade policies may continue to affect the movement and costs of goods, materials, services and capital. Further, we have received notices disputing the origin of Bitcoin miners imported during 2024 and 2025 from Indonesia, Thailand and Malaysia, claiming the origin of such miners is China and that an additional 25% tariff is applicable to certain shipments imported during such period. While we believe these disputes are without merit, including based on representations from the seller, and we have challenged them, if we are unsuccessful we would owe additional tariffs with respect to the import of such miners which could be material and could materially impact our business, prospects, operations and financial performance. See “Item 1A. Risk Factors—Changing political and geopolitical conditions, including changing international trade policies and the implementation of wide-ranging, reciprocal and retaliatory tariffs and trade restrictions, could adversely impact our business, prospects, operations and financial performance” in our Annual Report.

Key Indicators of Performance and Financial Condition

Key operating and financial metrics that we use, in addition to our GAAP unaudited condensed consolidated financial statements, to assess the performance of our business are set forth below for the three and six months ended ~~September~~December 3031, 2025 and 2024, include:

EBITDA and Adjusted EBITDA

EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin are not presented in accordance with GAAP.

EBITDA is defined as net income (loss), excluding income tax (expense) benefit, finance expense, interest income, and depreciation and amortization, which are important components of our net income (loss). EBITDA Margin is defined as EBITDA divided by revenue. As a capital-intensive business, EBITDA excludes the impact of the cost of depreciation of computer hardware equipment and other fixed assets, which allows us to measure the liquidity of our business on a current basis, which we believe provides a useful tool for comparison to our competitors in a similar industry. We believe EBITDA is a useful metric for assessing operating performance before the impact of non-cash and other items. Our presentation of EBITDA should not be construed as an inference that our future results will be unaffected by these items.

39Adjusted EBITDA is defined as EBITDA, further adjusted to exclude stock-based compensation, foreign exchange gain (loss), impairment of assets, certain other non-recurring income, gain (loss) on disposal of property, plant and equipment, unrealized fair value gain (loss) on financial instruments, debt conversion inducement expense, gain (loss) on partial extinguishment of financial liabilities, increase (decrease) in fair value of assets held for sale and certain other expense items. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Beginning in the fiscal year ended June 30, 2026, the Company has changed its definition of Adjusted EBITDA to exclude debt conversion inducement expense. This is a change from the presentation of Adjusted EBITDA in prior periods, and these adjustments did not have any impact on the calculation of Adjusted EBITDA in prior periods. We believe Adjusted EBITDA is a useful metric because it allows us to monitor the profitability of our business on a current basis and removes expenses which do not impact our ongoing profitability and which can vary significantly in comparison to other companies. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these items.

EBITDA is a useful metric for assessing operating performance before the impact of non-cash and other items. Our presentation of EBITDA should not be construed as an inference that our future results will be unaffected by these items.

Adjusted EBITDA is defined as EBITDA, further adjusted to exclude stock-based compensation, foreign exchange gain (loss), impairment of assets, certain other non-recurring income, gain (loss) on disposal of property, plant and equipment, unrealized fair value gain (loss) on financial instruments, gain (loss) on partial extinguishment of financial liabilities, increase (decrease) in fair value of assets held for sale and certain other expense items. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. We believe Adjusted EBITDA is a useful metric because it allows us to monitor the profitability of our business on a current basis and removes expenses which do not impact our ongoing profitability and which can vary significantly in comparison to other companies. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these items.

We believe EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools. These measures should not be considered as alternatives to Net income (loss) and Net income (loss) margin, as applicable, determined in accordance with GAAP. They are supplemental measures of our operating performance only, and as a result you should not consider these measures in isolation from, or as a substitute analysis for, our net income (loss) as determined in accordance with GAAP, which we consider to be the most comparable GAAP financial measure. For example, we expect depreciation of our fixed assets will be a large recurring expense over the course of the useful life of our assets, and that stock-based compensation is an important part of compensating certain employees, officers and directors. EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin do not have any standardized meaning prescribed by GAAP and therefore are not necessarily comparable to similarly titled measures used by other companies, limiting their usefulness as a comparative tool.

4048

The following table shows a reconciliation of net income (loss) to EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin:

	Three Months Ended September 30,
	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024		2025		2024
	($ thousands)		($ thousands)		($ thousands)		($ thousands)
Net income (loss)	~~384~~(155,~~611~~407)		(5121,~~703~~888)		229,204		(73,591)
Income tax expense (benefit)	~~190~~(182,~~687~~520)		13,~~282~~005		8,167		4,287
Finance expense	910,~~280~~668		221,722		19,948		1,744
Interest income	(715,~~128~~775)		(21,~~289~~587)		(22,903)		(3,876)
Depreciation and amortization	8599,~~226~~176		3336,~~931~~077		184,402		70,008
EBITDA	~~662~~(243,~~676~~858)		~~(18~~17,~~757)~~329		418,818		(1,428)
Revenue	~~240~~184,~~295~~692		52116,~~764~~144		424,987		168,908
Net income (loss) margin (1)	~~160~~(84	%)	(9819	%)	54	%	(44	%)
EBITDA margin (2)	~~276~~(132	%)	~~(36~~15	%)	99	%	(1	%)
Add (deduct) the following:
Unrealized (gain) loss on financial instruments	~~(664~~107,~~993)~~351		-32,300		(557,642)		32,300
(Increase) decrease in fair value of assets held for sale (3)	-		2,582
Debt conversion inducement expense (3)	111,799		-		111,799		-
Non-cash stock-based compensation expense – $75 exercise price options	2,967		3,085
(Increase) decrease in fair value of assets held for sale (4)	6,449		(516)		6,449		2,066
Non-cash stock-based compensation expense – other	69,438		5,099
Non-cash stock-based compensation expense – $75 exercise price options	18,145		3,032		21,112		6,001
Impairment of assets (4)	16,257		6,942
Non-cash stock-based compensation expense – other	40,086		4,943		109,524		10,158
Foreign exchange (gain) loss	5,382		(1,190)
Impairment of assets (5)	31,755		-		48,012		6,942
(Gain) loss on disposal of property, plant and equipment	13		(833)
Foreign exchange (gain) loss	(1,878)		4,563		3,504		3,373
Other one-off expense items (5)	-		5,607
Other one-off income (6)	-		(1,699)		-		(1,699)
Adjusted EBITDA	91,740		2,535
(Gain) loss on disposal of property, plant and equipment	(7)		681		6		(152)
Adjusted EBITDA margin (6)	38	%	5	%
Other expense items (7)	5,468		1,748		5,468		7,355
Adjusted EBITDA	75,310		62,381		167,050		64,916
Adjusted EBITDA margin (8)	41	%	54	%	39	%	38	%

____________________

(1)Net income (loss) margin is calculated as Net income (loss) divided by Revenue.

(2)EBITDA margin is calculated as EBITDA divided by Revenue.

(3)~~(Increase)~~Debt ~~decrease~~conversion ininducement ~~fair~~expense ~~value~~ of ~~assets~~$111.8 ~~held~~million for ~~sale for~~ the three and six months ended ~~September~~December 3031, 2025 ~~and 2024 was nil and $2~~.6 ~~million, respectively.~~ See “Results of Operations—Comparison of the three months ended ~~September~~December 3031, 2025 and 2024 —~~Increase~~Debt ~~(decrease)~~conversion ininducement ~~fair~~expense” ~~value~~and “Results of ~~assets~~Operations—Comparison ~~held~~of ~~for~~the ~~sale~~six months ended December 31, 2025 and 2024 —Debt conversion inducement expense” for further information on Debt conversion inducement expense.

(4)~~Impairment~~(Increase) decrease in fair value of assets held for sale for the three months ended ~~September~~December 3031, 2025 and 2024, was $166.34 million and $(0.5) million, respectively, and $6.94 million and $2.1 million for the six months ended December 31, 2025 and 2024, respectively. See “Results of Operations—Comparison of the three months ended ~~September~~December 3031, 2025 and 2024 —~~Impairment~~Increase (decrease) in fair value of assets held for sale ” and “Results of Operations—Comparison of the six months ended December 31, 2025 and 2024 —Increase (decrease) in fair value of assets held for sale ”for further information.

(5)Other one-off expenses for the three months ended September 30, 2024, includes a one-time liquidation payment incurred in August 2024 resulting from the transition to spot pricing at the Group’s site at Childress, the reversal of the unrealized loss recorded on fixed price contracted amounts outstanding at June 30, 2024, loss on mining hardware in transit and one-off professional fees incurred in relation to litigation matters.49

(65)~~Adjusted~~Impairment ~~EBITDA~~of ~~margin~~assets isfor ~~calculated~~the asthree ~~Adjusted~~months ~~EBITDA~~ended ~~divided~~December by31, ~~Revenue~~2025 and 2024, was $31.8 million and $— million, respectively, and $48.0 million and $6.9 million for the six months ended December 31, 2025 and 2024, respectively. See “Results of Operations—Comparison of the three months ended December 31, 2025 and 2024 —Impairment of assets” and “Results of Operations—Comparison of the six months ended December 31, 2025 and 2024 —Impairment of assets” for further information.

(6)Other one-off income includes insurance proceeds relating to the theft of mining hardware in transit.

(7)Other expenses include a one-time liquidation payment incurred in August 2024 resulting from the transition to spot pricing at the Group’s site at Childress, the reversal of the unrealized loss recorded on fixed price contracted amounts outstanding at June 30, 2024, a litigation related settlement provision, loss on theft of mining hardware in transit, one-off professional fees incurred in relation to litigation matters, and transaction costs incurred on entering the capped call transactions in conjunction with the issuance of the convertible notes.

(8)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue.

Net electricity costs

Total net electricity costs, net electricity costs - Bitcoin Mining and net electricity costs per Bitcoin mined are not presented in accordance with GAAP. Total net electricity costs is defined as the sum of electricity charges, demand response program income, demand response program fees, realized gain (loss) on financial instruments - electricity financial assets, excluding a one-off liquidation payment incurred in August 2024 resulting from the transition to spot pricing at the Group’s site at Childress and the reversal of the unrealized loss recorded on fixed price contracted amounts outstanding at June 30, 2024. Electricity charges are disclosed in cost of revenue (as described in Note 3 of the unaudited condensed consolidated financial statements included in this Quarterly Report). The liquidation payment and reversal of the unrealized loss are included in the realized gain (loss) on financial instruments (as described in more detail in Note 8 of the unaudited condensed consolidated financial statements included in this Quarterly Report), while demand response program income is included in other operating income and demand response program fees are included in selling, general and administrative expenses (as described in more detail in Note 4 of the unaudited condensed consolidated financial statements included in this Quarterly Report). Total net electricity costs exclude the cost of RECs. Net electricity costs - Bitcoin Mining is defined as Total net electricity costs less electricity costs attributable to AI Cloud Services as disclosed in cost of revenue - AI Cloud Services (as described in Note 3 of the unaudited condensed consolidated financial statements included in this Quarterly Report). Net electricity costs per Bitcoin mined is defined as Net electricity costs - Bitcoin Mining divided by the total Bitcoin mined for the relevant fiscal period. A key measure of the performance factor of our business is our ability to secure low-cost power, and similarly a key measure of the performance of our Bitcoin mining operations is the amount of power used to mine each Bitcoin. Total net electricity costs, net electricity costs - Bitcoin Mining and net electricity costs per Bitcoin mined allows us to measure the costs of electricity of our business on a current basis and we believe provides a useful tool for comparison to our competitors in a similar industry. We believe total net electricity costs, net electricity costs - Bitcoin Mining and net electricity costs per Bitcoin mined are a useful metrics for assessing operating performance, including any gain/(loss) on the electricity purchased and subsequently resold, and earnings for our participation in demand response programs.

financial assets, excluding a one-off liquidation payment incurred in August 2024 resulting from the transition to spot pricing at the Group’s site at Childress and the reversal of the unrealized loss recorded on fixed price contracted amounts outstanding at June 30, 2024. Electricity charges are disclosed in cost of revenue (as described in Note 3 of the unaudited condensed consolidated financial statements included in this Quarterly Report). The liquidation payment and reversal of the unrealized loss are included in the realized gain (loss) on financial instruments (as described in more detail in Note 8 of the unaudited condensed consolidated financial statements included in this Quarterly Report), while demand response program income is included in other operating income and demand response program fees are included in selling, general and administrative expenses (as described in more detail in Note 4 of the unaudited condensed consolidated financial statements included in this Quarterly Report). Total net electricity costs exclude the cost of RECs. Net electricity costs - Bitcoin Mining is defined as Total net electricity costs less electricity costs attributable to AI Cloud Services as disclosed in cost of revenue - AI Cloud Services (as described in Note 3 of the unaudited condensed consolidated financial statements included in this Quarterly Report). Net electricity costs per Bitcoin mined is defined as Net electricity costs - Bitcoin Mining divided by the total Bitcoin mined for the relevant fiscal period. A key measure of the performance factor of our business is our ability to secure low-cost power, and similarly a key measure of the performance of our Bitcoin mining operations is the amount of power used to mine each Bitcoin. Total net electricity costs, net electricity costs - Bitcoin Mining and net electricity costs per Bitcoin mined allows us to measure the costs of electricity of our business on a current basis and we believe provides a useful tool for comparison to our competitors in a similar industry. We believe total net electricity costs, net electricity costs - Bitcoin Mining and net electricity costs per Bitcoin mined are a useful metrics for assessing operating performance, including any gain/(loss) on the electricity purchased and subsequently resold, and earnings for our participation in demand response programs.

We believe total net electricity costs, net electricity costs - Bitcoin Mining and net electricity costs per Bitcoin mined have limitations as an analytical tool. These measures should not be considered as alternatives to electricity charges as included in Cost of revenue, as applicable, determined in accordance with GAAP. They are supplemental measures of our operating performance only, and as a result you should not consider these measures in isolation from, or as a substitute analysis for, our electricity charges as determined in accordance with GAAP, which we consider to be the most comparable GAAP financial measure. Total net electricity costs, net electricity costs - Bitcoin Mining and net electricity costs per Bitcoin mined do not have any standardized meaning prescribed by GAAP and therefore are not necessarily comparable to similarly titled measures used by other companies, limiting their usefulness as a comparative tool.

The following table shows a reconciliation of total net electricity costs, net electricity costs - Bitcoin Mining and net electricity costs per Bitcoin mined to the most comparable GAAP financial measure:

	Three Months Ended September 30,
	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024		2025		2024
	($ thousands)		($ thousands)		($ thousands)		($ thousands)
Total Electricity charges (included in Cost of revenue)	$	(7559,~~938~~710)	$	(2930,~~822~~171)	$	(135,648)	$	(59,993)
Add (deduct) the following:
Realized gain (loss) on financial instruments - Electricity financial asset	-		~~(4,215)~~-		-		(4,215)
One off liquidation payment (included in Realized gain (loss) on financial instruments) (1)	-		~~7,210~~-		-		7,210
Reversal of unrealized loss (included in Realized gain (loss) on financial instruments) (2)	-		~~(3,448)~~-		-		(3,448)
Demand response program income (included in Other operating income)	31,~~807~~799		1,~~626~~405		5,606		3,031
Demand response program fees (included in Selling, general and administrative expenses)	(~~228~~108)		(9884)		(336)		(182)
Total net electricity costs	(7258,~~359~~019)		(28,~~747~~850)		(130,378)		(57,597)
Electricity charges - AI Cloud Services (included in Cost of revenue - AI Cloud Services)	~~109~~794		3859		903		97
Net electricity costs - Bitcoin Mining	(7257,~~250~~225)		(28,~~709~~791)		(129,475)		(57,500)
Bitcoin mined	21,~~039~~664		~~813~~1,347		3,703		2,160
Net electricity costs per Bitcoin mined (3)	(3534.4)		(3521.34)		(35.0)		(26.6)

____________________

(1)One-off liquidation payment includes the amount paid to exit positions previously entered into under a fixed price and fixed quantity contract, on transition to a spot price and actual usage contract.

(2)Reversal of unrealized loss is calculated as the unrealized loss on financial instruments as at June 30, 2024.

(3)Net electricity costs per Bitcoin mined is calculated as Net Electricity Costs - Bitcoin mining divided by Bitcoin mined.

~~There~~The ~~was~~increase noin ~~material change to~~ net electricity costs per Bitcoin mined for the three and six months ended ~~September~~December 3031, 2025, as compared to the three and six months ended ~~September~~December 3031, 2024, was due to a combination of an increase in electricity costs per megawatt and an increase in the average global hashrate bitcoin mining difficulty.

Results of Operations

The following table summarizes our results of operation, disclosed in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended ~~September~~December 3031, 2025 and 2024.

		Three Months Ended September 30,
		Three Months Ended December 31,				Six Months Ended December 31,
		2025		2024		2025		2024
		($ thousands)		($ thousands)		($ thousands)		($ thousands)
Revenue:
Bitcoin mining revenue		$	~~232~~167,~~948~~394	$	49113,~~575~~483	$	400,342	$	163,058
AI Cloud Services revenue		717,~~347~~298		32,~~189~~661		24,645		5,850
Total revenue		~~240~~184,~~295~~692		52116,~~764~~144		424,987		168,908
Cost of revenue (exclusive of depreciation and amortization shown below):
Bitcoin mining		(7963,~~945~~368)		(3132,~~627~~019)		(143,313)		(63,646)
AI Cloud Services		(~~728~~2,395)		(~~232~~275)		(3,123)		(507)
Total cost of revenue		(8065,~~673~~763)		(3132,~~859~~294)		(146,436)		(64,153)
Operating (expenses) income:
Selling, general and administrative expenses		(~~138~~100,~~359~~755)		(2528,~~172~~892)		(239,114)		(54,064)
Depreciation and amortization		(8599,~~226~~176)		(3336,~~931~~077)		(184,402)		(70,008)
Impairment of assets		(1631,~~257~~755)		~~(6,942)~~—		(48,012)		(6,942)
Gain (loss) on disposal of property, plant and equipment		~~(13)~~7		~~833~~(681)		(6)		152
Other operating expenses		—(5,468)		(43,~~405~~994)		(5,468)		(8,399)
Other operating income		31,~~828~~815		13,~~626~~104		5,643		4,730
Total operating (expenses) income		(~~236~~235,~~027~~332)		(6766,~~991~~540)		(471,359)		(134,531)
Operating (loss) income		(76116,~~405~~403)		~~(47~~17,~~086)~~310		(192,808)		(29,776)
Other (expense) income:
Finance expense		(910,~~280~~668)		(221,722)		(19,948)		(1,744)
Interest income		715,~~128~~775		21,~~289~~587		22,903		3,876
Increase (decrease) in fair value of assets held for sale		—(6,449)		~~(2,582)~~516		(6,449)		(2,066)
Realized gain (loss) on financial instruments		(52,~~756~~910)		~~(4,215)~~—		(8,666)		(4,215)
Unrealized gain (loss) on financial instruments		~~664~~(107,~~993~~351)		—(32,300)		557,642		(32,300)
Foreign exchange gain (loss)		(5,382)		1,190
Debt conversion inducement expense	(111,799)	(111,799)		—		(111,799)		—
Other non-operating income		—		5
Foreign exchange gain (loss)		1,878		(4,563)		(3,504)		(3,373)
Total other (expense) income		651,703		(3,335)
Other non-operating income		—		289		—		294
Income (loss) before taxes		575,298		(50,421)
Total other (expense) income		(221,524)		(36,193)		430,179		(39,528)
Income tax (expense) benefit		(190,687)		(1,282)
Income (loss) before taxes		(337,927)		(18,883)		237,371		(69,304)
Net income (loss)		$	384,611	$	(51,703)
Income tax (expense) benefit		182,520		(3,005)		(8,167)		(4,287)
Net income (loss)		$	(155,407)	$	(21,888)	$	229,204	$	(73,591)

43Comparison of the three months ended December 31, 2025 and 2024

~~Comparison~~Bitcoin ofMining ~~the three months ended September 30, 2025 and 2024~~revenue

Our Bitcoin Mining revenue for the three months ended December 31, 2025 and 2024, was $167.4 million and $113.5 million, respectively. This revenue was generated from the mining and sale of 1,664 and 1,347 Bitcoin during the three months ended December 31, 2025 and 2024, respectively. The increase in revenue is primarily due to a $23.0 million

Our Bitcoin mining revenue for the three months ended September 30, 2025 and 2024, was $232.9 million and $49.6 million, respectively. This revenue was generated from the mining and sale of 2,039 and 813 Bitcoin during the three months ended September 30, 2025 and 2024, respectively. The increase in revenue is primarily due to a $43.3 million increase attributable to the increase in the average Bitcoin price and $140.0 million increase attributable to the increase in average operating hashrate during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, which was partially offset by the increase in the difficulty implied global hashrate during the same period. Average operating hashrate increased to 45.3 EH/s for the three months ended September 30, 2025 as compared to 12.1 EH/s for the three months ended September 30, 2024.52

increase attributable to the increase in the average Bitcoin price and $30.9 million increase attributable to the increase in Bitcoin mined during the three months ended December 31, 2025, reflecting the increase in average operating hashrate, which was partially offset by the increase in the implied global hashrate during the same period. Average operating hashrate increased to 43.0 EH/s for the three months ended December 31, 2025 as compared to 22.7 EH/s for the three months ended December 31, 2024.

AI Cloud Services revenue

Our AI Cloud Services revenue for the three months ended ~~September~~December 3031, 2025 and 2024, was $717.3 million and $3.2.7 million, respectively. This increase was primarily due to an increase in AI Cloud Services customers and contracts, as a result of continued capacity expansion.

Cost of revenue - Bitcoin Mining (exclusive of depreciation and amortization)

Cost of revenue - Bitcoin Mining consist of electricity charges, employee benefits, and other direct expenses incurred in generating Bitcoin mining revenue. Cost of revenue - Bitcoin Mining for the three months ended ~~September~~December 3031, 2025 and 2024 was $7963.94 million and $3132.60 million, respectively. This increase was primarily due to a $4628.08 million increase in electricity costs, in line with the increase in ~~Bitcoin~~average ~~mined~~operating hashrate during the ~~same~~three ~~period~~months ended December 31, 2025 and a $12.60 million increase in employee benefits as a result of increased site headcount.

Cost of revenue - AI Cloud Services (exclusive of depreciation and amortization)

Cost of revenue - AI Cloud Services consist of electricity charges, employee benefits, and other direct expenses incurred in generating AI Cloud Services. Cost of revenue - AI Cloud Services for the three months ended ~~September~~December 3031, 2025 and 2024 was $02.74 million and $0.23 million, respectively. This increase was primarily due to an increase in employee benefits as a result of increased headcount, as well as continued capacity expansion.

Selling, general and administrative expenses

Selling, general and administrative expenses consist of employee benefits expense, RECs, site expenses (including property taxes), repairs and maintenance, stock-based compensation and professional fees, among other expenses. Selling, general and administrative expenses for the three months ended ~~September~~December 3031, 2025 and 2024 was $~~138~~100.48 million and $2528.29 million, respectively. This increase includes a $~~31.~~6.4 million increase in accrued payroll ~~taxes~~tax ~~payable~~expense ~~upon~~relating ~~exercise~~to of stock-based compensation awards, a $3.37 million increase in employee benefits expense related to a rise in the employee headcount as a result of expansion of business operations, a $21.23 million increase in the consumption of RECs as a result of ~~continued~~higher ~~expansion~~operating ofcapacity at the Childress site and a $6450.23 million increase in stock-based compensation expense. The increase in stock-based compensation expense is primarily related to the ~~September~~October 2025 vesting of certain market-based RSUs and stock options and the resulting accelerated recognition of the remaining unrecognized compensation cost, the amortization of ~~the~~ certain stock-based payment awards modified and awarded in the fourth quarter of the fiscal year 2025, and the amortization of RSUs issued to employees and directors during the ~~three~~first ~~months~~quarter ~~ended~~of ~~September~~the ~~30,~~fiscal ~~2025~~year 2026. The increase in selling, general and administrative expenses also included a $45.07 million increase in professional fees, a $21.51 million increase in sponsorships and marketing, ~~a $2.2 million increase in insurance costs,~~ and a $1.37 million increase in property taxes as a result of the expansion of our business operations and ongoing expenses as a publicly listed company.

Depreciation and amortization

Depreciation and amortization consist primarily of the depreciation of Bitcoin mining hardware, ~~HPC~~GPU hardware and data centers. Depreciation expense for the three months ended ~~September~~December 3031, 2025 and 2024 was $8599.2 million and $3336.91 million respectively. This increase was primarily due ~~continued~~to ~~expansion~~higher operating capacity at Childress ~~and~~compared ~~additional~~to ~~hardware~~the ~~miners~~three months ended December 31, 2024, and additional GPUs placed into service during the ~~fiscal year 2025, including~~ three months ended ~~September~~December 3031, 2025.

Impairment of assets

Impairment of assets for the three months ended ~~September~~December 3031, 2025 and 2024 was $1631.38 million and ~~$6.9 million~~nil, respectively. Impairment was primarily due to the S21 Pro miners ~~and non-functioning T21 miners~~ during the three months ended ~~September~~December 3031, 2025,. ~~and~~The ~~the~~S21 ~~initial~~Pro ~~classification~~miners ofare expected to be displaced from the ~~S19jPro~~Group’s ~~miners~~data centers as ~~held~~part ~~for~~of ~~sale~~the ~~during~~Group’s ~~the~~strategic ~~three~~focus ~~months~~on ~~ended~~expanding ~~September~~its ~~30,~~AI ~~2024~~Cloud Services. ~~See~~Management ~~Note~~performed 9an ofimpairment ~~the~~assessment ~~unaudited~~as ~~condensed~~of ~~consolidated~~December ~~financial~~31, ~~statements~~2025, ~~included~~resulting in ~~this~~a ~~Quarterly~~change ~~Report~~to ~~for further information.~~

reduce their carrying amount to estimated fair value. See Note 9 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.

Gain (loss) on disposal of property, plant and equipment

The net gain (loss) on disposal of property and equipment for the three months ended ~~September~~December 3031, 2025 and 2024 was ~~$0.0~~nil ~~million~~ and $(0.87) million, respectively. The net ~~gain~~loss induring the three months ended ~~September~~December 3031, 2024 primarily relates to the ~~exchange~~loss ofrecorded ~~Bitmain~~on ~~T21~~the ~~mining~~derecognition ~~hardware for miners~~ of ~~the~~Bitcoin ~~same~~mining ~~model and specification under the Bitmain S21XP exchange agreement~~hardware.

Other operating expenses

Other operating expenses for the three months ended ~~September~~December 3031, 2025 and 2024 was ~~nil~~$5.5 million and $4.40 million, respectively. During the three months ended ~~September~~December 3031, ~~2024~~2025, we incurred a$5.5 million in transaction costs relating to the 2031 Capped Call Transactions, 2032 Capped Call Transactions and 2033 Capped Call Transactions. During the three months ended December 31, 2024, we incurred $1.75 million ~~loss~~in ontransaction ~~theft~~costs ofrelating ~~mining~~to ~~hardware~~the in2030 ~~transit~~Capped Call Transactions and a $2.75 million provision for non-refundable GST, which was subsequently released during the year ended June 30, 2025.

Other operating income

Other operating income for the three months ended ~~September~~December 3031, 2025 and 2024 was $31.8 million and $13.61 million, respectively. This ~~increase~~decrease is primarily due to $1.7 million insurance income received during the three months ended December 31, 2024, in relation to theft of mining hardware in transit, offset by a $20.24 million increase in demand response program income at the Group’s site at Childress during the three months ended December 31, 2025.

Finance expense

Finance expense for the three months ended ~~September~~December 3031, 2025 and 2024 was $910.37 million and $01.07 million, respectively. The increase was primarily related to ~~interest~~a ~~expense~~higher onprincipal ~~the~~amount of outstanding convertible notes ~~issued~~during inthe three months ended December 31, 2025. Further, the ~~second~~2030 Convertible Notes and ~~fourth~~2029 ~~quarters~~Convertible ofNotes were outstanding for substantially the ~~fiscal~~entire ~~year~~three months ended December 31, 2025. (excluding amounts repurchased), compared to the three months ended December 31, 2024, where the 2030 Convertible Notes were outstanding for less than one month.

Interest income

Interest income for the three months ended ~~September~~December 3031, 2025 and 2024 was $715.18 million and $21.36 million, respectively. The increase in interest income was primarily related to an increase in average cash and cash equivalents balance in the quarter ended ~~September~~December 3031, 2025 as compared to the quarter ended ~~September~~December 3031, 2024~~, as a result of the convertibles notes issued in the fourth quarter of the fiscal year 2025~~.

Increase (decrease) in fair value of assets held for sale

Increase (decrease) in fair value of assets held for sale for the three months ended ~~September~~December 3031, 2025 and 2024 was ~~nil~~$(6.4) million and $(20.6)5 million, respectively. ~~This~~The ~~increase~~decrease was ~~primarily~~ related to the ~~change~~decrease in fair value of ~~the~~S21 ~~S19j~~ Pro miners held for sale ~~during~~as ~~the~~at ~~three~~December 31, ~~months~~2025, ~~ended~~as ~~September~~compared ~~30,~~to ~~2024.~~an Noincrease ~~assets~~in ~~were~~fair value of S19j Pro miners held for sale as ofat ~~September~~December 3031, ~~2025~~2024. Refer to Note 9 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.

Realized gain (loss) on financial instruments

Realized gain (loss) recorded on financial instruments for the three months ended ~~September~~December 3031, 2025 and 2024 was $(52.89) million and ~~$(4.2) million~~nil, respectively. Realized gain (loss) on financial instruments ~~represent~~for the ~~loss on the electricity purchased and subsequently resold under a power supply agreement at the Group’s Childress site during the~~ three months ended ~~September~~December 3031, ~~2024~~2025 ~~and~~represents the loss on expired Bitcoin purchase options during the three months ended ~~September~~December 3031, 2025. ~~See~~ ~~Notes~~Refer 8to ~~and~~Note 10 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.

4554

Unrealized gain (loss) on financial instruments

Unrealized gain (loss) on financial instruments for the three months ended ~~September~~December 3031, 2025 and 2024 was $~~665~~(107.04) million and ~~nil~~$(32.3) million, respectively. The unrealized gain (loss) during the three months ended ~~September~~December 3031, 2025 and 2024 related to the changes in fair value of the Capped Call Transactions and Prepaid Forward Transactions,. ~~which~~Refer ~~were~~to ~~entered~~Notes ~~into~~8 ~~during~~and 10 of the ~~second~~unaudited ~~and~~condensed ~~fourth~~consolidated ~~quarters~~financial ofstatements ~~the~~included ~~fiscal~~in ~~year~~this ~~2025.~~Quarterly Report for further information.

Debt conversion inducement expense

Debt conversion inducement expense for the three months ended December 31, 2025 and 2024 was $111.8 million and nil, respectively. The increase was primarily related to the induced conversion of a portion of the 2030 Convertible Notes and the 2029 Convertible Notes. Refer to Note 16 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.

Foreign exchange gain (loss)

Foreign exchange gain (loss) for the three months ended ~~September~~December 3031, 2025 and 2024 was $(51.4)9 million and $1(4.26) million, respectively. The increase in the loss was primarily related to foreign exchange movements in the translation of monetary assets and liabilities held in currencies other than the functional currency of the ~~Group~~company holding the monetary asset or liability.

Income tax (expense) benefit

Income tax (expense) benefit for the three months ended ~~September~~December 3031, 2025 and 2024 was ana ~~expense~~benefit of $~~(190~~182.7)5 million and expense of $(1.3.0) million, respectively. The quarter-over-quarter ~~increase~~change was driven primarily by ~~higher~~the release of deferred tax ~~expense~~liability ~~from~~relating to the unrealized gain (loss) on financial instruments during the three months ended ~~September~~December 3031, 2025.

Net income (loss)

Net income (loss) for the three months ended ~~September~~December 3031, 2025 and 2024 was $~~384~~(155.64) million and $(5121.79) million respectively. The increase in net ~~income (~~loss) is primarily attributable to the increase in ~~Bitcoin~~Unrealized ~~revenue~~loss ~~and~~on ~~the~~financial ~~changes~~instruments, inSelling, ~~the~~general ~~fair~~and ~~value~~administrative ofexpenses, ~~the~~Depreciation ~~Capped~~and ~~Call~~amortization, ~~Transactions~~Impairment of assets and ~~Prepaid~~Debt ~~Forward~~conversion ~~Transactions~~inducement expense during the three months ended ~~September~~December 3031, 2025, offset by increase in Total revenue.

Comparison of the six months ended December 31, 2025 and 2024

Bitcoin Mining revenue

Our Bitcoin Mining revenue for the six months ended December 31, 2025 and 2024, was $400.3 million and $163.1 million, respectively. This revenue was generated from the mining and sale of 3,703 and 2,160 Bitcoin during the six months ended December 31, 2025 and 2024, respectively. The increase in revenue is primarily due to a $75.1 million increase attributable to the increase in the average Bitcoin price and $161.4 million increase attributable to the increase in Bitcoin mined during the six months ended December 31, 2025, reflecting the increase in average operating hashrate, which was partially offset by the increase in the implied global hashrate during the same period. Average operating hashrate increased to 44.1 EH/s for the six months ended December 31, 2025 as compared to 17.5 EH/s for the six months ended December 31, 2024.

AI Cloud Services revenue

Our AI Cloud Services revenue for the six months ended December 31, 2025 and 2024, was $24.6 million and $5.8 million, respectively. This increase was primarily due to an increase in AI Cloud Services customers and contracts, as a result of continued capacity expansion.

Cost of revenue - Bitcoin Mining (exclusive of depreciation and amortization)

2024 was $143.3 million and $63.6 million, respectively. This increase was primarily due to a $74.8 million increase in electricity costs, in line with the increase in average operating hashrate during the same period and a $3.6 million increase in employee benefits as a result of increased site headcount.

Cost of revenue - AI Cloud Services (exclusive of depreciation and amortization)

Cost of revenue - AI Cloud Services consist of electricity charges, employee benefits, and other direct expenses incurred in generating AI Cloud Services. Cost of revenue - AI Cloud Services for the six months ended December 31, 2025 and 2024 was $3.1 million and $0.5 million, respectively. This increase was primarily due to an increase in employee benefits as a result of increased headcount, as well as continued capacity expansion.

Selling, general and administrative expenses

Selling, general and administrative expenses consist of employee benefits expense, RECs, site expenses (including property taxes), repairs and maintenance, stock-based compensation and professional fees, among other expenses. Selling, general and administrative expenses for the six months ended December 31, 2025 and 2024 was $239.1 million and $54.1 million, respectively. This increase includes a $38.0 million increase in accrued payroll taxes relating to stock-based compensation awards, a $7.0 million increase in employee benefits expense primarily related to a rise in the employee headcount as a result of expansion of business operations, a $3.5 million increase in the consumption of RECs as a result of higher operating capacity at Childress site and a $114.5 million increase in stock-based compensation expense. The increase in stock-based compensation expense is primarily related to the September and October 2025 vesting of certain market-based RSUs and stock options and the resulting accelerated recognition of the remaining unrecognized compensation cost, the amortization of certain stock-based payment awards modified and awarded in the fourth quarter of the fiscal year 2025, and the amortization of RSUs issued to employees and directors during the six months ended December 31, 2025. The increase in selling, general and administrative expenses also included a $9.7 million increase in professional fees, a $3.6 million increase in sponsorships and marketing, a $1.4 million increase in insurance costs, and a $3.0 million increase in property taxes as a result of the expansion of our business operations and ongoing expenses as a publicly listed company.

Depreciation and amortization

Depreciation and amortization consist primarily of the depreciation of Bitcoin mining hardware, GPU hardware and data centers. Depreciation expense for the six months ended December 31, 2025 and 2024 was $184.4 million and $70.0 million respectively. This increase was primarily due to higher operating capacity at Childress compared to the six months ended December 31, 2024, and additional GPUs placed into service during the six months ended December 31, 2025.

Impairment of assets

Impairment of assets for the six months ended December 31, 2025 and 2024 was $48.0 million and $6.9 million, respectively. Impairment was primarily due to the S21 Pro miners and non-functioning T21 miners during the six months ended December 31, 2025, and the impairment of the S19j Pro miners prior to classification as held for sale during the six months ended December 31, 2024. 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. Refer to Note 9 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.

Gain (loss) on disposal of property, plant and equipment

The net gain (loss) on disposal of property and equipment for the six months ended December 31, 2025 and 2024 was nil and $0.2 million, respectively. The net gain during the six months ended December 31, 2024 relates to the gain recorded on the disposal of Bitcoin mining hardware.

Other operating expenses

Other operating expenses for the six months ended December 31, 2025 and 2024 was $5.5 million and $8.4 million, respectively. During the six months ended December 31, 2025, we incurred $5.5 million in transaction costs relating to the 2031 Capped Call Transactions, 2032 Capped Call Transactions and 2033 Capped Call Transactions. During the six months ended December 31, 2024 we incurred a $1.7 million loss on theft of mining hardware in transit, $1.5 million in

transaction costs relating to the 2030 Capped Call Transactions and a $5.2 million provision for non-refundable GST, which was subsequently released during the year ended June 30, 2025.

Other operating income

Other operating income for the six months ended December 31, 2025 and 2024 was $5.6 million and $4.7 million, respectively. This increase is primarily due to a $2.6 million increase in demand response program income at the Group’s site at Childress during the six months ended December 31, 2025, offset by $1.7 million insurance income received during the six months ended December 31, 2024, in relation to theft of mining hardware in transit.

Finance expense

Finance expense for the six months ended December 31, 2025 and 2024 was $19.9 million and $1.7 million, respectively. The increase was primarily related to a larger principal amount of outstanding convertible notes during the six months ended December 31, 2025. Further, the 2030 Convertible Notes and 2029 Convertible Notes were outstanding for the entire six months ended December 31, 2025, compared to the six months ended December 31, 2024, where the 2030 Convertible Notes were outstanding for less than one month.

Interest income

Interest income for the six months ended December 31, 2025 and 2024 was $22.9 million and $3.9 million, respectively. The increase in interest income was primarily related to an increase in average cash and cash equivalents balance for the six months ended December 31, 2025 as compared to the six months ended December 31, 2024, as a result of the convertible notes and Ordinary shares issued between the six months ended December 31, 2025 and six months ended December 31, 2024, respectively.

Increase (decrease) in fair value of assets held for sale

Increase (decrease) in fair value of assets held for sale for the six months ended December 31, 2025 and 2024 was $(6.4) million and $(2.1) million, respectively. This decrease was related to the higher decrease in fair value of S21 Pro miners held for sale as at December 31, 2025, compared to the decrease in fair value of S19j Pro miners held for sale as at December 31, 2024. Refer to Note 9 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.

Realized gain (loss) on financial instruments

Realized gain (loss) recorded on financial instruments for the six months ended December 31, 2025 and 2024 was $(8.7) million and $(4.2) million, respectively. Realized gain (loss) on financial instruments represents the loss on the electricity purchased and subsequently resold under a power supply agreement at the Group’s Childress site during the six months ended December 31, 2024 and the loss on expired Bitcoin purchase options during the six months ended December 31, 2025. Refer to Notes 8 and 10 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.

Unrealized gain (loss) on financial instruments

Unrealized gain (loss) on financial instruments for the six months ended December 31, 2025 and 2024 was $557.6 million and $(32.3) million, respectively. The unrealized gain (loss) during the six months ended December 31, 2025 related to the changes in fair value of the Capped Call Transactions and Prepaid Forward Transactions. Refer to Notes 8 and 10 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.

Debt conversion inducement expense

Debt conversion inducement expense for the six months ended December 31, 2025 and 2024 was $111.8 million and nil, respectively. The increase was primarily related to the induced conversion of a portion of the 2030 Convertible Notes

and the 2029 Convertible Notes. Refer to Note 16 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.

Foreign exchange gain (loss)

Foreign exchange gain (loss) for the six months ended December 31, 2025 and 2024 was $(3.5) million and $(3.4) million, respectively. The increase in the loss was primarily related to foreign exchange movements in the translation of monetary assets and liabilities held in currencies other than the functional currency of the company holding the monetary asset or liability.

Income tax (expense) benefit

Income tax (expense) benefit for the six months ended December 31, 2025 and 2024 was an expense of $(8.2) million and $(4.3) million, respectively. The increase in income tax expense was driven primarily by an increase in certain permanent book to tax differences during the six months ended December 31, 2025.

Net income (loss)

Net income (loss) for the six months ended December 31, 2025 and 2024 was $229.2 million and $(73.6) million respectively. The increase in net income (loss) is primarily attributable to the increase in Unrealized gain on financial instruments and Total revenue, offset by the increase in Selling, general and administrative expenses, Depreciation and amortization, Impairment of assets and Debt conversion inducement expense during the six months ended December 31, 2025.

Liquidity and Capital Resources

As of ~~September~~December 3031, 2025, we had cash and cash equivalents of $13,~~032~~260.36 million. For the ~~three~~six months ended ~~September~~December 3031, 2025, we had net income (loss) of $~~384~~229.62 million and net operating cash inflow of $~~142~~214.40 million.

Our primary sources of liquidity and capital during the ~~three~~six months ended ~~September~~December 3031, 2025, included available cash and cash equivalents, proceeds from sales under our at-the-market facility, proceeds from issuances of convertible notes, equipment financing, and cash inflows from operations. ~~Historically,~~Our ~~our~~ primary cash requirements have been for working capital needs to support capital expenditure for our data center platform, ~~equipment financing,~~ and the purchase of ~~additional Bitcoin miners and~~ GPUs, as well as investments in growth and development initiatives.

Based on our current operating plans and business conditions, we believe that our existing cash and cash equivalents, expected cash flows from operations and proceeds from future financing activities will be sufficient to satisfy our anticipated liquidity requirements for the next 12 months and for the reasonably foreseeable future.

Our liquidity outlook could be adversely affected by events that materially reduce our access to the capital markets or impair our production capabilities, including, but not limited to, our ability to maintain our existing operations, failure to effectively execute our growth strategies, the impact of Bitcoin halving events, significant increases in electricity costs not accompanied by corresponding increases in the price of Bitcoin, and broader deteriorating macroeconomic conditions. Furthermore, we have generated significant negative cash flows from investing activities as we continue to support the growth of our AI Cloud Services segment. As part of this strategy, we are transitioning our British Columbia sites to support AI Cloud, while continuing to advance development and expansion initiatives across our broader data center portfolio. We anticipate making significant investments for the foreseeable future, including capital requirements associated with the ~~recently signed agreement with~~ Microsoft ~~Corporation~~Agreement (see “~~Recent~~Overview—AI ~~Developments~~Cloud Services”), which includes GPU acquisitions and the development of the “Horizon 1,” “Horizon 2,” “Horizon 3” and “Horizon 4” data center facilities. We also expect to continue progressing development activities at other sites to support this transition and broader growth plan. We expect these and other planned investments to require substantial additional capital to support the continued expansion in this segment.

The total number of Ordinary shares outstanding as of ~~October~~January 3130, ~~2025~~2026, iswas ~~283~~332,~~465~~280,~~490~~383. We continue to monitor funding markets for opportunities to raise additional unsecured and secured debt, equity or equity-linked capital to fund further capital or liquidity needs and our growth plans, and we are actively exploring alternative financings. Any such financings are subject to market conditions and there can be no assurance as to the structure, timing, amount or other terms of any such financing but any could be material.

4658

At-the-market facilities

We are party to 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. Pursuant to the Sales Agreement, we may offer and sell our Ordinary shares from time to time in an amount not to exceed the lesser of the amount registered on an effective registration statement and for which we have filed a prospectus, and the amount authorized from time to time to be issued and sold under the Sales Agreement by the Board. As a result, we may increase the amount of our Ordinary shares that may be sold from time to time pursuant to the Sales Agreement in accordance with the terms of the Sales Agreement. As of ~~October~~ December 31, 2025, the Company had issued 66,707,732 shares pursuant to its at-the-market offering under the Sales Agreement at varying prices generating an aggregate of approximately $1.0 billion in proceeds, with no further amounts remaining available for sale under our prospectus supplement relating to the Sales Agreement and related registration statement. We expect to register additional Ordinary shares for sale under the Sales Agreement, potentially in the near term, to provide additional financing flexibility. Any sales of Ordinary shares under the Sales Agreement could be substantial.

Convertible notes

On October 14, 2025, we issued $1 billion aggregate principal amount of the 2031 Convertible Notes. The 2031 Convertible Notes will mature on July 1, 2031, unless earlier converted or redeemed or repurchased by us. Before the close of business on the business day immediately before April 1, 2031, noteholders will have the right to convert their 2031 Convertible Notes only upon the occurrence of certain events. On or after April 1, 2031 until the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their 2031 Convertible Notes at any time at their election. We will generally have the right to elect to settle conversions by paying or delivering, as applicable, cash, Ordinary shares or a combination of cash and Ordinary shares. The initial conversion rate is 11.6784 Ordinary shares per $1,000 principal amount of 2031 Convertible Notes, which represents an initial conversion price of approximately $85.63 per Ordinary share. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the indenture governing the 2031 Convertible Notes) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

InOn ~~connection~~December ~~with~~8, ~~each~~2025, we issued $1.15 billion aggregate principal amount of the ~~2029~~2032 Convertible Notes ~~offering,~~and $1.15 billion aggregate principal amount of the ~~2030~~2033 Convertible Notes. ~~offering~~The 2032 Convertible Notes will mature on June 1, 2032, unless earlier converted or redeemed or repurchased by us, and the ~~2031~~2033 Convertible Notes ~~offering~~will mature on June 1, 2033, unless earlier converted or redeemed or repurchased by us. On or after March 1, 2032 (~~together~~in the case of the 2032 Convertible Notes) or March 1, 2033 (in the “case of the 2033 Convertible Notes”) until the close of business on the second scheduled trading day immediately before the maturity date, wenoteholders ~~entered~~may ~~into~~convert ~~Capped~~their ~~Call~~2032 ~~Transactions.~~Convertible ~~The~~Notes ~~Capped~~and ~~Call~~their ~~Transactions~~2033 ~~are~~Convertible ~~expected~~Notes at any time at their election. We will generally tohave ~~reduce~~the ~~potential~~right ~~dilution~~to elect to ~~our~~settle conversions by paying or delivering, as applicable, cash, Ordinary shares ~~upon~~or ~~any~~a ~~conversion~~combination of ~~each~~cash ~~series~~and Ordinary shares. The initial conversion rate of the 2032 Convertible Notes ~~and/or~~is ~~offset~~19.4553 ~~any~~Ordinary ~~payments~~shares weper ~~are~~$1,000 ~~required~~principal toamount ~~make~~of in2032 ~~excess~~Convertible Notes, which represents an initial conversion price of approximately $51.40 per Ordinary share. The initial conversion rate of the 2033 Convertible Notes is 19.4553 Ordinary shares per $1,000 principal amount of ~~converted~~2033 Convertible Notes, aswhich ~~the~~represents ~~case~~an ~~may~~initial ~~be,~~conversion ~~with~~price ~~such~~of ~~reduction~~approximately $51.40 per Ordinary share. The conversion rate and~~/or~~ ~~offset~~conversion ~~subject~~price tofor athe ~~cap.~~2032 ~~The~~Convertible ~~Capped~~Notes ~~Call~~and ~~Transactions~~the 2033 Convertible Notes, respectively, will ~~expire~~be subject to customary adjustments upon the ~~maturity~~occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the ~~relevant~~indentures ~~series~~governing the 2032 Convertible Notes and the 2033 Convertible Notes, respectively) occur, then the conversion rate of the 2032 Convertible Notes. and the 2033 Convertible Notes, respectively, will, in certain circumstances, be increased for a specified period of time.

~~Also~~In in connection with each of the 2029 Convertible Notes offering, ~~and~~ the 2030 Convertible Notes offering, wethe ~~entered~~2031 ~~into~~Convertible ~~Prepaid~~Notes ~~Forward~~offering, ~~Transactions.~~the ~~The~~2032 ~~Prepaid~~Convertible ~~Forward~~Notes ~~Transactions~~offering ~~are~~and ~~generally~~the ~~intended~~2033 toConvertible ~~facilitate~~Notes ~~privately~~offering ~~negotiated derivative transactions~~(together, ~~including~~the ~~swaps~~“Convertible Notes”), ~~between~~we ~~the~~entered ~~forward~~into ~~counterparty~~Capped orCall ~~its~~Transactions. ~~affiliates~~The ~~and~~Capped ~~investors~~Call inTransactions ~~such~~are ~~series~~expected ofgenerally ~~Convertible~~to ~~Notes~~reduce ~~relating~~potential dilution to our Ordinary shares. Asupon aany ~~result,~~conversion of each series of the ~~Prepaid~~Convertible ~~Forward~~Notes ~~Transactions~~and/or ~~are~~offset ~~expected~~any topayments ~~allow~~we ~~the~~are ~~investors~~required to ~~establish~~make ~~short~~in ~~positions~~excess ~~that~~of ~~generally~~the ~~correspond~~principal toamount ~~(but~~of ~~may~~converted beConvertible ~~greater~~Notes, ~~than)~~as ~~commercially~~the ~~reasonable~~case ~~initial~~may ~~hedges~~be, ofwith ~~their~~such ~~investment~~reduction inand/or ~~the~~offset ~~relevant~~subject ~~series~~to ofa ~~Convertible Notes~~cap. The ~~Prepaid~~Capped ~~Forward~~Call Transactions will expire ~~shortly~~upon ~~after~~ the maturity of ~~such~~the relevant series of Convertible Notes.

~~Hardware~~Also ~~Purchase~~in ~~Contracts~~connection with each of the 2029 Convertible Notes offering and the 2030 Convertible Notes offering, we entered into Prepaid Forward Transactions. The Prepaid Forward Transactions are generally intended to facilitate privately

On July 3, 2025, we announced that we entered into a purchase order with respect to approximately 2,400 GPUs for a total purchase price of approximately $130 million, which are to be delivered by the end of calendar year 2025 and installed at our Prince George site. 59

negotiated Onderivative ~~August 23~~transactions, ~~2025~~including swaps, webetween ~~terminated~~the ~~part~~forward counterparty or its affiliates and investors in such series of ~~the~~Convertible ~~July~~Notes ~~purchase~~relating ~~order~~to ~~and~~our ~~entered~~Ordinary ~~into~~shares. anAs ~~equipment~~a ~~lease~~result, ~~pursuant~~the Prepaid Forward Transactions are expected to ~~which~~allow wethe ~~agreed~~investors to ~~refinance~~establish ~~$102~~short ~~million~~positions ofthat ~~the~~generally ~~purchase~~correspond ~~price~~to (but may be greater than) commercially reasonable initial hedges of ~~such~~their ~~purchase,~~investment ~~with~~in the ~~remaining~~relevant ~~amounts~~series ~~under~~of ~~the~~Convertible ~~July~~Notes. ~~purchase~~The ~~order~~Prepaid toForward beTransactions ~~funded~~will ~~from~~expire ~~existing~~shortly ~~cash~~after the maturity of such Convertible Notes.

~~Further~~Concurrently inwith ~~August~~the ~~2025,~~issuance weof ~~entered~~the ~~into~~2032 aConvertible ~~purchase~~Notes ~~order~~and ~~with~~the ~~respect~~2033 Convertible Notes, the Group issued 39,699,102 Ordinary shares to anfund ~~additional~~the repurchase of approximately ~~4,200~~$544.3 ~~GPUs~~million aggregate principal amount of outstanding 2030 Convertible Notes and 2029 Convertible Notes, for aan ~~total~~aggregate purchase price of approximately $~~193~~1,632.4 million, which includes accrued and ~~entered~~unpaid ~~into~~interest of $8.9 million, in separate, privately negotiated transactions with a ~~further~~limited ~~purchase~~number ~~agreement~~of ~~for~~holders ~~approximately~~of ~~1,200~~the 2030 Convertible Notes and 2029 Convertible Notes.

GPUs for a total purchase price of approximately $71.4 million. We also procured approximately 1,200 GPUs through an equipment lease as detailed below. These additional GPUs are expected to be delivered by end of calendar year 2025 and will be installed at our Prince George site.

Further in September 2025, we entered into purchase orders with respect to an additional approximately 4,200 GPUs for a total purchase price of approximately $205.7 million, purchase agreements for approximately 7,100 GPUs for a total purchase price of approximately $429.2 million and a purchase agreement for approximately 1,100 GPUs for a total purchase price of approximately $39.3 million. These additional GPUs are expected to be delivered by the end of the first calendar quarter of 2026 and will be installed at our Prince George site.

Equipment Leasing Agreements

AsOn ~~noted~~November ~~above~~5, ~~on August 23~~2025, ~~2025~~the weGroup entered into anfinancing ~~arrangement~~arrangements ~~pursuant~~with toDell ~~which~~Financial weServices ~~secured~~to ~~$102~~finance ~~million~~a inportion ~~financing~~of ~~for~~ the ~~prior~~Group’s ~~purchase~~GPU oforders. The ~~approximately~~facility ~~2,200~~provides ~~GPUs~~$199.8 ~~The~~million of financing, is structured as a 3624-month lease ~~for 100% of the purchase price of the GPUs, with fixed monthly lease payments of $2~~.~~8 million.~~ The ~~financing~~lease ~~structure~~includes ~~incorporates~~ a ~~fair market value~~ purchase option ~~which,~~ at the Group’s sole discretion, ofallowing the ~~Company~~acquisition ~~upon maturity~~ of the ~~36-month~~GPUs ~~term,~~upon ~~allows~~maturity ~~for the acquisition~~ of the ~~GPUs~~lease atfor ~~the~~$1. The ~~lower~~Company ofhas ~~its~~agreed ~~prevailing~~to ~~fair~~provide ~~market~~a ~~value~~parent ~~and~~guarantee ~~18%~~with ofrespect ~~the~~to ~~initial~~all ~~purchase~~payment ~~cost~~obligations ofunder ~~approximately~~this ~~$102 million~~facility.

Further, on August 28, 2025 we entered into an arrangement pursuant to which we secured approximately $96 million in financing to support the acquisition of approximately 1,200 GPUs. The financing is structured as a 24-month lease for 100% of the purchase price of the GPUs, with fixed monthly lease payments of $4.4 million. The financing structure also incorporates a $1 buyout option at the sole discretion of the Company upon maturity of the 24-month term.

The Company has provided a parent guarantee with respect to both equipment leases. See Note 24 to our audited financial statements for the year ended June 30, 2025, included in the Annual Report for further information.

Additionally, on November 5, 2025, the Group entered into financing arrangements with Dell Financial Services to finance a portion of the Group’s GPU orders. The facility provides $199.8 million of financing, structured as a 24-month lease. The lease includes a purchase option at the Group’s sole discretion, allowing the acquisition of the GPUs upon maturity of the lease for $1. The Company has agreed to provide a parent guarantee with respect to all payment obligations under this facility.

Off-Balance Sheet Arrangements

As of ~~September~~December 3031, 2025, there have been no material changes to our off-balance sheet arrangements as reported under Item 7 in the Annual Report.

Historical Cash Flows

The following table sets forth a summary of our historical cash flows for the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024 presented.

	Three Months Ended September 30,
	Six Months Ended December 31,
	2025		2024
	($ thousands)		($ thousands)
Net cash from (used in) operating activities	~~142~~214,~~353~~004		(349,~~915)~~641
Net cash from (used in) investing activities	(~~280~~1,~~877~~131,828)		(~~387~~567,~~137~~430)
Net cash from (used in) financing activities	~~606~~3,~~137~~613,735		84541,~~669~~685
Net cash and cash equivalents increase/(decrease)	~~467~~2,~~613~~695,911		~~(306~~23,~~383)~~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	~~124~~152		~~371~~(1,224)
Net cash and cash equivalents at the end of the period	$	13,~~032~~260,~~263~~589	$	98427,~~589~~273

Operating activities

~~Comparison~~Our ofnet cash ~~flows~~from operating activities was $214.0 million for the ~~three~~six months ended ~~September~~December 3031, 2025, ~~and~~compared to net cash from operating activities of $49.6 million for the six months ended December 31, 2024.

Our net cash from (used in) operating activities was $~~142~~214.40 million for the ~~three~~six months ended ~~September~~December 3031, 2025, compared to net income of $229.2 million. The difference in net income to net cash from (used in) operating activities primarily reflects non-cash adjustments of $(356.96) million, which is driven by unrealized (gain) loss on financial instruments of $(557.6) million, debt conversion inducement expense of $111.8 million, depreciation and amortization of $184.4 million, stock-based compensation expense of $130.6 million, and impairment of assets of $48.0 million. Other non-cash items, including realized gain (loss) on financial instruments, foreign exchange (gain) loss, amortization of debt issuance costs, change in fair value of assets held for ~~the~~sale ~~three~~and ~~months~~(gain) ~~ended~~loss ~~September~~on 30disposal of property, ~~2024~~plant and equipment, collectively contributed $26.2 million. Refer to “—Results of Operations” for further detail of associated costs.

Our net cash from (used in) operating activities was $142.4 million for the three months ended September 30, 2025, compared to net income of $384.6 million. The increase in net income to net cash from (used in) operating activities primarily reflects non-cash adjustments of $(483.1) million, which is driven by unrealized (gain) loss on financial instruments of $(665.0) million, depreciation and amortization of $85.2 million, stock-based compensation expense of $72.4 million, and impairment of assets of $16.3 million. Other non-cash items, including realized gain (loss) on financial instruments, foreign exchange (gain) loss, amortization of debt issuance costs, and (gain) loss on disposal of property, plant and equipment, collectively contributed $9.3 million. Refer to “—Results of Operations” for further detail of associated costs. 60

Unrealized (gain) loss on financial instruments reflects the changes in fair value of the Capped Call Transactions and Prepaid Forward Transactions, which were entered into during the second and fourth quarter of the fiscal year 2025, and Capped Call Transactions which were entered into during the second quarter of the fiscal year 2026. Depreciation and amortization reflects ongoing investment in property, plant, and equipment, and stock-based compensation reflects the amortization expense associated with the issuance of equity incentives.

Changes in operating assets and liabilities resulted in a net cash increase of $~~239~~41.54 million, primarily due to an increase in tax related liabilities of $~~187~~7.6 million, an increase in accounts payable and accrued liabilities of $9.0 million, an increase in other liabilities of $4835.7 million reflecting an increase in accrued payroll taxes on stock-based compensation, and an increase in deferred revenue of $2245.57 million from AI Cloud ~~Service~~Services contracts. This was partly offset by ~~increase~~increases in accounts receivable and other receivables of $1325.10 million related to AI Cloud ~~Service~~Services contracts, and a $1213.67 million increase in prepayments and deposits reflecting an increase in computer hardware prepayments and deposits for land options and other deposits.

Investing activities

~~Comparison~~Our ofnet cash ~~flows~~used in investing activities was $1,131.8 million for the ~~three~~six months ended ~~September~~December 3031, 2025, ~~and~~compared to net cash used in investing activities of $567.4 million for the six months ended December 31, 2024. For the six months ended December 31, 2025, the increase in cash outflows of $564.3 million was attributable to an increase in payments for computer hardware, payments for property, plant and equipment, net of computer hardware and payments for intangible assets for connection rights and land purchase options acquired in the second quarter of the fiscal year 2026.

~~Our~~Payments ~~net~~for ~~cash~~computer ~~used~~hardware inincluded ~~investing~~payments ~~activities~~relating ~~was~~to ~~$280.9~~mining ~~million~~and ~~for~~GPU ~~the three months ended September 30~~hardware, ~~2025,~~which ~~compared~~were topaid ~~net cash used~~ in ~~investing~~respect ~~activities~~ of ~~$387.1~~the ~~million~~Hardware ~~for~~Purchases ~~the~~Agreements ~~three~~as ~~months~~outlined ~~ended~~in ~~September~~“Hardware ~~30, 2024~~Purchase”. ~~For~~Our ~~the~~$720.0 ~~three~~million ~~months~~payment ~~ended~~for ~~September 30~~property, ~~2025,~~plant ~~the~~and ~~decrease~~equipment innet ~~cash outflows~~ of ~~$106.2~~computer ~~million~~hardware ~~was~~primarily ~~attributable~~related to athe ~~decrease~~continuing inexpansion ~~payments~~of ~~for~~our ~~computer~~data ~~hardware~~center ~~prepayments~~capacity ~~and~~at ~~payments~~Childress, ~~for~~including ~~other~~Horizon ~~prepayments~~1 and ~~other~~Horizon ~~assets~~2, ~~partially~~and ~~offset~~at bythe anSweetwater ~~increase~~1 ~~in payments for property, plant~~ and ~~equipment,~~Sweetwater ~~net~~2 ~~of hardware prepayments~~sites.

Payments for computer hardware prepayments included payments relating to mining and HPC hardware, which were paid in respect of the Hardware Purchases Agreements as outlined in “—Hardware Purchase Contracts”. Our $180.3 million payment for property, plant and equipment net of mining hardware prepayments primarily related to the continuing expansion of our data center capacity at Childress, including Horizon 1 and Horizon 2, and at the Sweetwater 1 and Sweetwater 2 sites.

Financing activities

~~Comparison~~Net ofcash from financing activities was $3,613.7 million for the six months ended December 31, 2025, compared to net cash ~~flows~~from financing activities of $541.7 million for the ~~three~~six months ended ~~September~~December 3031, 2024. For the six months ended December 31, 2025, our cash inflows comprised primarily of $3,299.6 million in proceeds from the issuance of convertible senior notes, $2,250.8 million from the issuance of Ordinary shares, and ~~2024~~$6.6 million in proceeds from the exercise of options. These cash inflows were partially offset by offerings costs related to the at-the-market program of $18.5 million, payments made for entering into the capped call transactions of $252.3 million, the aggregate induced conversion of the convertible notes of $1,623.5 million and payments for borrowing transaction costs of $49.6 million.

Net cash from financing activities was $606.1 million for the three months ended September 30, 2025, compared to net cash from financing activities of $84.7 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, our cash inflows comprised primarily of $618.4 million in gross proceeds from the issuance of 23,041,102 shares under the Sales Agreement pursuant to our at-the-market program and $6.6 million in proceeds from options sale, partially offset by offerings costs related to the at-the-market program of $18.5 million.

Contractual Obligations

As of ~~September~~December 3031, 2025, the Group had commitments of $18,~~083~~786.81 million, as compared to $368.8 million as of June 30, 2025. The increase in total commitments was primarily due to an increase in commitments related to our expansion into HPC and AI services and includes committed capital expenditure on computer hardware and infrastructure related to site development at Horizon 1 and Horizon 2 at the Childress site and the Sweetwater 1 and Sweetwater 2 sites.

49Assuming the remaining outstanding 2030 Convertible Notes, 2029 Convertible Notes, 2031 Convertible Notes, 2032 Convertible Notes and 2033 Convertible Notes are not converted into Ordinary shares, repurchased or redeemed prior to maturity, (i) annual interest payments of approximately $6.9 million in each calendar year from 2026 through 2030 in connection with the 2030 Convertible Notes, annual interest payments of approximately $8.2 million in each calendar year from 2026 through 2029 in connection with the 2029 Convertible Notes, annual interest payments of approximately $2.9 million in each calendar year from 2026 through 2032 in connection with the 2032 Convertible Notes and annual interest payments of approximately $11.5 million in each calendar year from 2026 through 2033 in connection with the 2033 Convertible Notes and (ii) principal for each of the Convertible Notes upon maturity, for a total of $3,745.7 million, will be payable under the terms of the Convertible Notes. Refer to Note 16 to our unaudited condensed consolidated financial statements included in this Quarterly Report for further information.

~~expansion~~As ~~into~~of ~~HPC~~December 31, ~~and~~2025, AIthe ~~services~~Group ~~and~~had ~~includes~~finance ~~committed~~lease ~~capital~~obligations ~~expenditure~~primarily ~~on computer hardware and infrastructure~~ related to ~~site~~GPU ~~development at Horizon 1 and Horizon 2 at the Childress site and the Sweetwater 1 and Sweetwater 2 sites~~hardware. ~~The~~We ~~commitments~~expect ~~set forth above do not reflect commitments related~~ to ~~hardware~~make ~~purchase~~remaining ~~agreements~~payments ~~entered~~under ~~into~~these ~~after~~finance ~~September 30,~~leases ~~2025~~of asapproximately ~~described~~$175.6 ~~under~~million ~~“—Hardware~~over ~~Purchase~~the ~~Contracts”~~remaining ~~above~~lease terms.

Assuming the remaining outstanding 2030 Convertible Notes and 2029 Convertible Notes, and 2031 Convertible Notes are not converted into Ordinary shares, repurchased or redeemed prior to maturity, (i) annual interest payments of approximately $14.3 million in each calendar year from 2025 through 2030 in connection with the 2030 Convertible Notes and annual interest payments of approximately $19.3 million in each calendar year from 2025 through 2029 in connection with the 2029 Convertible Notes, and (ii) principal for each of the Convertible Notes upon maturity, for a total of $1,990 million, will be payable under the terms of the Convertible Notes. Refer to Notes 14 and 20 to our unaudited condensed consolidated financial statements included in this Quarterly Report for further information.61

Refer to Note 14 to our unaudited condensed consolidated financial statements included in this Quarterly Report for further information.

Research and Development, Patents and Licenses, etc.

We are building proprietary data centers that continue to be refined through research and development efforts to further optimize the operational environment and efficiencies, including targeting stable performance during high and low temperature periods, as well as the life of our hardware.

One recent focus area has been on implementing power cost optimization initiatives at our Childress site in Texas, which enable the transition between Bitcoin mining and energy trading to optimize profitability.

We are also pursuing a strategy of expanding and diversifying our revenue sources into ~~new~~other ~~markets,~~HPC and weAI ~~are~~services ~~continuing~~beyond toAI ~~diversify~~Cloud ~~into~~Services, ~~HPC~~including ~~and~~through AIthe ~~services~~development ~~pursuant~~of topurpose-built ~~that~~AI ~~strategy~~data centers for colocation.

Design, research and development have not been significant components of our business, however such activities may become more significant in the future.

Critical Accounting Estimates

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. Accordingly, actual results could differ materially from our estimates under different assumptions, judgments or conditions. We consider the following policies to be critical because of their complexity and the high degree of judgment involved in implementing them: stock-based compensation expense, estimation of useful lives of assets, income taxes, impairment of long-lived assets, and loss contingencies. During the three months ended ~~September 30~~December 31, 2025, there were no changes to our critical accounting policies and estimates from those described in our Annual Report, except as mentioned in Note 2 — “Basis of presentation, summary of significant accounting policies and recent accounting pronouncements” in our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.

For quantitative and qualitative disclosures about market risk affecting the Group, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of our Annual Report. Our exposure to market risk has not changed materially since June 30, 2025.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Co-Chief Executive Officers and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information we are required to disclose in the reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

50Based on such evaluation, our Co-Chief Executive Officers and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

designed to provide reasonable assurance that the information we are required to disclose in the reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. 62

Based on such evaluation, our Co-Chief Executive Officers and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

OnThere ~~July~~has 1,been ~~2025,~~no wechange ~~transitioned~~ to athe ~~new~~Company’s ~~enterprise~~internal ~~resource~~control ~~planning~~over ~~(“ERP”)~~financial ~~system~~reporting asthat ~~part~~occurred ofduring ~~our~~the ~~effort~~three tomonths ~~modernize~~ended ~~and~~December ~~standardize our financial systems~~31, ~~and in connection to the foregoing~~2025, ~~made~~that ~~certain~~has ~~changes~~materially ~~to our internal controls over financial reporting~~affected, ~~related~~or tois ~~the~~reasonably ~~associated~~likely ~~processes. We will continue~~ to ~~evaluate~~materially ~~any further changes~~affect, ~~if any, in~~ our internal control over financial reporting ~~during subsequent periods to confirm adequate internal control effectiveness~~.

Other than the ERP implementation noted above, there has been no change to the Company’s internal control over financial reporting that occurred during the three months ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.63

PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings arising in the ordinary course of business.

On February 3, 2023, PricewaterhouseCoopers Inc. (“PwC”) was appointed as receiver (the “Receiver”) to three limited recourse equipment financing facilities (the “Facilities”) ofwe ~~two~~entered into through three separate wholly-owned, non-recourse special purpose vehicles of ~~our~~the Company (the “Non-Recourse SPVs”) pursuant to proceedings (the “Canadian Receivership Proceedings”) commenced in the Supreme Court of British Columbia (the “B.C. Supreme Court”) by New York Digital Investment Group LLC (“NYDIG”), the lender to such Non-Recourse SPVs. On June 28, 2023, the Receiver filed an assignment in bankruptcy on behalf of such Non-Recourse SPVs (the “Canadian Bankruptcy Proceedings”) and PwC was appointed as Trustee in Bankruptcy (the “Trustee”) of the Non-Recourse SPVs’ estates, and this appointment was affirmed at the meeting of creditors held on July 18, 2023.

On ~~May~~September 917, ~~2023~~2024, ~~NYDIG filed an application in~~ the ~~Canadian~~Trustee ~~Receivership~~commenced ~~Proceedings~~a ~~seeking,~~proceeding ~~among~~in ~~other things, declarations to~~ the ~~effect~~Federal ~~that~~Court ~~any~~of ~~difference~~Australia ~~between~~seeking ~~revenue~~recognition ~~generated~~of by the ~~Non-Recourse~~Canadian ~~SPVs~~Bankruptcy ~~through~~Proceedings ~~the~~in ~~provision~~Australia ofpursuant ~~hashpower services~~ to ~~the~~Article ~~Company~~17(1) ~~and~~of ~~Bitcoin mined by~~ the ~~Company~~UNCITRAL isModel ~~collateral~~Law ~~securing~~on ~~the~~Cross-Border ~~Facilities~~Insolvency, asbeing ~~well~~Schedule as1 ~~substantive~~to ~~consolidation~~the ofCross-Border ~~certain~~Insolvency ~~Group~~Act ~~entities~~2008 ~~and~~(the ~~claims~~“Australian ofRecognition ~~fraudulent conveyance and oppression~~Proceedings”).

On August 1012, ~~2023~~2025, the ~~B.C. Supreme Court issued a ruling affirming the~~ Company~~’s position that~~, ~~among other things,~~ the Bitcoin mined by the Company is not collateral securing such facilities and there is no parent guarantee with respect to the equipment financing facilities, and no relief in respect of substantive consolidation was granted. However, the B.C. Supreme Court declared transactions pursuant to hashpower services provided by the relevant Non-Recourse SPVs, ~~to the Company to be void as fraudulent conveyances. The court dismissed~~ NYDIG’s, ~~oppression~~PwC ~~remedy~~and ~~claim. The Company disagreed with~~ the ~~decision~~local ~~and~~representatives ~~certain~~appointed ~~factual~~by ~~findings and filed a notice to appeal with~~ the ~~British~~Federal ~~Columbia~~ Court of ~~Appeal~~Australia (the “~~B.C.~~Local ~~Court of Appeal~~Representatives”) onentered ~~August~~into ~~21, 2023. NYDIG filed~~ a ~~cross-appeal~~settlement onagreement ~~January 30, 2024, in respect of~~ (the ~~orders~~“Settlement ~~dismissing~~Agreement”) ~~the~~to ~~substantive~~fully ~~consolidation~~resolve and ~~oppression~~terminate ~~claims. On~~all ~~June~~existing ~~27, 2024, the B.C. Court of Appeal released its judgment in which it allowed the appeal~~ and ~~set~~future ~~aside~~claims ~~the~~between ~~B.C.~~them ~~Supreme~~arising ~~Court’s~~from ~~declaration of fraudulent conveyances. The B.C. Court of Appeal allowed~~ the ~~cross-appeal~~Facilities ~~in part~~ and ~~remitted~~ the ~~oppression~~Australian ~~relief~~Recognition ~~to the B.C. Supreme Court for consideration~~Proceedings, ~~but~~Canadian ~~upheld~~Bankruptcy ~~the~~Proceedings ~~B.C.~~and ~~Supreme~~Canadian ~~Court’s~~Receivership ~~dismissal of NYDIG’s substantive consolidation claim~~Proceedings.

OnPursuant ~~September~~to ~~17, 2024,~~ the ~~Trustee~~Settlement ~~commenced~~Agreement, aNYDIG, ~~proceeding in~~ the ~~Federal~~Receiver ~~Court~~and ~~of Australia (~~the ~~“Australian~~Local ~~Federal~~Representatives ~~Court”)~~agreed ~~seeking recognition of the Canadian Bankruptcy Proceedings in Australia pursuant~~ to ~~Article~~immediately ~~17(1)~~take ofany ~~the~~and ~~UNCITRAL~~all ~~Model~~necessary ~~Law~~steps ~~on Cross-Border Insolvency, being Schedule 1~~ to ~~the~~conclude ~~Cross-Border~~and ~~Insolvency~~terminate ~~Act 2008 (~~the “Australian Recognition Proceedings~~”).~~, ~~The Company was granted leave by~~ the ~~Australian~~Canadian ~~Federal~~Bankruptcy ~~Court~~Proceedings ~~to appear as an intervener in the Australian Recognition Proceeding~~ and ~~filed an interlocutory application opposing~~ the ~~relief~~Canadian ~~sought~~Receivership ~~by the Trustee~~Proceedings. OnIn ~~October 18~~addition, ~~2024~~NYDIG, the ~~Court~~Receiver ~~dismissed the interlocutory application~~ and ~~made orders for~~ the ~~recognition~~Local ofRepresentatives ~~the~~agreed ~~Canadian~~to ~~Bankruptcy~~immediately ~~Proceedings~~cease incommencement ~~Australia~~or ~~and~~continued ~~appointing~~pursuit ~~local representatives~~ of ~~the~~any ~~Non-Recourse~~claims ~~SPVs~~against ~~in such proceedings (~~the ~~“Local~~Company ~~Representatives”).~~and Onits ~~September~~released 25parties, ~~2024,~~including ~~the~~ceasing ~~Company~~all ~~filed~~investigation ~~an application for leave to appeal the judgment~~work, ~~which~~such ~~was~~as ~~ultimately dismissed by~~ the ~~full bench of the Australian Federal Court on April 11, 2025~~examinations.

OnThe ~~August~~Canadian ~~12,~~Receivership ~~2025,~~Proceedings ~~the~~were ~~Company,~~concluded ~~the~~on ~~Non-Recourse~~September ~~SPVs~~5, ~~NYDIG~~2025, ~~PwC and~~ the ~~Local~~Australian ~~Representatives~~Recognition ~~entered~~Proceedings ~~into~~were aterminated ~~settlement~~on ~~agreement~~October ~~(the~~8, ~~“Settlement~~2025 ~~Agreement”) to fully resolve~~ and ~~terminate all existing and future claims between them arising from~~ the ~~Facilities and the Australian Recognition Proceedings,~~ Canadian Bankruptcy Proceedings ~~and~~were ~~Canadian~~concluded ~~Receivership~~on ~~Proceeding. Absent~~December ~~a settlement~~24, ~~the~~2025 ~~Company~~following ~~believes that NYDIG,~~ the ~~Receiver~~submission ~~and~~by the ~~Local~~Trustee ~~Representatives~~on ~~would~~September ~~likely~~9, ~~have~~2025 ~~sought~~ to ~~commence~~the ~~additional~~applicable ~~proceedings~~Canadian ~~and/or~~regulatory ~~bring~~body ~~additional~~of ~~claims against~~ the ~~Company~~necessary ~~and~~materials ~~its affiliates, subsidiaries, directors, officers and shareholders, which would have resulted in, among other things, further litigation, additional legal and other costs, damage~~ to conclude the ~~Company’s~~Canadian ~~reputation~~Bankruptcy ~~and further diversion of management’s attention and resources~~Proceedings.

Pursuant to the Settlement Agreement, NYDIG, the Receiver and the Local Representatives agreed to immediately take any and all necessary steps to conclude and terminate the Australian Recognition Proceedings, the Canadian Bankruptcy Proceedings and the Canadian Receivership Proceedings. In addition, NYDIG, the Receiver and the Local Representatives agreed to immediately cease commencement or continued pursuit of any claims against the Company and its released parties, including ceasing all investigation work, such as the examinations. Under the Settlement Agreement, the Company iswas required to pay a settlement amount of $20 million to NYDIG and the releases ~~become~~became effective upon the discontinuance and termination ~~or dismissal~~ of the Australian Recognition Proceedings and the Canadian Receivership Proceedings, and the submission by ~~PwC~~the Trustee to the applicable Canadian regulatory body of the necessary materials to conclude the Canadian Bankruptcy Proceedings, of which $18.2 million exceeds amounts previously accrued by the Company with respect to such matters.

52The settlement amount of $20 million was recorded as a loss contingency in the Group’s consolidated financial statements as of June 30, 2025 and was subsequently paid during the three months ended September 30, 2025. See “Item 1A. Risk Factors—Risks Related to Our Business” in our Annual Report, Note 21 to our unaudited condensed consolidated financial statements for the three months ended December 31, 2025 included in this Quarterly Report and Notes 6 and 16 to our audited financial statements for the year ended June 30, 2025 included in the Annual Report for further information.

Bankruptcy Proceedings, of which $18.2 million exceeds amounts previously accrued by the Company with respect to such matters.

On September 5, 2025, the Canadian Receivership Proceedings were concluded and on October 8, 2025, the Australian Recognition Proceedings were terminated. Termination of the Canadian Bankruptcy Proceedings remains subject to court approval and requires more extensive procedural steps that are expected to take around six months to finalize and potentially longer. The Company has agreed to pay a 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 three months ended September 30, 2025. See “Item 1A. Risk Factors—Risks Related to Our Business” in our Annual Report, Note 19 to our unaudited condensed consolidated financial statements for the three months ended September 30, 2025 included in this Quarterly Report and Notes 6 and 16 to our audited financial statements for the year ended June 30, 2025 included in the Annual Report for further information.

On December 14, 2022, a putative securities class action complaint naming the Company and certain of its directors and officers was filed in the U.S. District Court for the District of New Jersey. An amended complaint in this action was filed on June 6, 2023, also naming as defendants the Company and certain of its directors and officers, as well as the underwriters of the Company’s IPO. The Company moved to dismiss the amended complaint, and on September 27, 2024, the court granted the Company’s motion, dismissing the case without prejudice and with leave to file a further amended complaint.

The lead plaintiffs then filed a second amended complaint on November 12, 2024. The second amended complaint, which has substantial similarities to the prior complaint, asserts claims under ~~Section~~Sections 10(b) and 20(a) of the Exchange Act and Sections 11, 12(a)(2), and 15 of the Securities Act, purportedly on behalf of a putative class of all persons and entities who purchased or otherwise acquired (a) Ordinary shares in the Company pursuant and/or traceable to the Company’s IPO and/or (b) Company securities between November 17, 2021 and November 1, 2022, both dates inclusive. It contends that certain statements made by the Company and certain of its officers and directors, including in the Company’s IPO Registration Statement and Prospectus, were allegedly false or misleading and seeks unspecified damages on behalf of the putative class. The Company believes these claims are without merit and intends to defend itself vigorously. On January 21, 2025, the Company served a motion to dismiss the second amended complaint in its entirety. The lead plaintiffs served their opposition to the motion to dismiss on March 24, 2025, and the Company on May 9, 2025 served its reply in further support of its motion to dismiss. The motion is fully briefed and remains pending.

and/or (b) Company securities between November 17, 2021 and November 1, 2022, both dates inclusive. It contends that certain statements made by the Company and certain of its officers and directors, including in the Company’s IPO Registration Statement and Prospectus, were allegedly false or misleading and seeks unspecified damages on behalf of the putative class. The Company believes these claims are without merit and intends to defend itself vigorously. On January 21, 2025, the Company served a motion to dismiss the second amended complaint in its entirety. The lead plaintiffs served their opposition to the motion to dismiss on March 24, 2025, and the Company on May 9, 2025 served its reply in further support of its motion to dismiss. The motion is fully briefed and remains pending. A hearing on the motion was held on February 4, 2026 and judgment was reserved.

See “Item 1A. Risk Factors—General Risk Factors” included in our Annual Report for further information.

On June 23, 2025, the Company filed a Notice of Appeal with the Tax Court of Canada, to dispute the ~~Canada Revenue Agency~~CRA’s determination that the Company has a permanent establishment in Canada and the related GST assessment. His Majesty the King, as respondent in this case, filed a reply on November 3, 2025 and the parties are in the process of preparing a time tabling order, which will outline the remaining steps in this matter. There is currently no deadline in place for the parties to set the remaining dates.

See Note 1921 to the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.

ITEM 1A. RISK FACTORS

Risks Related to Our Business

~~Except~~There ~~as set forth below, there~~ have been no material changes to the Company’s risk factors as disclosed in “Item 1A. — Risk Factors” included in our Annual Report, as supplemented by the Company’s risk factors disclosed in “Item 1A. — Risk Factors” included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, which are incorporated herein by reference.

Our business is dependent upon the proper functioning of our business processes and information systems, and modification or interruption of such systems may disrupt our business, processes and internal controls.

We rely upon internal processes and information systems to support key business functions, including our assessment of internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. The efficient operation of these processes and systems is critical, and these processes and systems need to be scalable to support our growth. We have recently implemented a new ERP system, which included multiple business areas across the organization. Any issues, problems, and errors from the implementation of the ERP system or its subsequent operation may impact our continued ability to successfully operate our business or to timely and accurately report our financial results. In addition, the implementation of our new ERP will require new procedures and certain modifications to our disclosure controls and

procedures and internal control over financial reporting, and it will take time for such procedures and controls to become mature in their operation. If we are unable to adequately implement and maintain procedures and controls relating to our new ERP, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired and impact our assessment of the effectiveness of our internal controls over financial reporting.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit No.						Exhibit
3.1*						Constitution of the Registrant (incorporated herein by reference to Exhibit 993.1 to the Company’s Report on Form 68-K filed with the SEC on November 2919, ~~2024~~2025).
3.2*						Certificate of Registration on Change of Name and Conversion to a Public Company dated October 7, 2021 (incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form F-1 (File No. 333-260488) filed with the SEC on October 25, 2021).
4.1*						Description of Securities registered under Section 12 of the Exchange Act. (incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on August 28, 2025)
4.2*						Indenture, dated as of October 14, 2025, between IREN Limited and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed with the SEC on October 14, 2025).
4.3*						Form of certificate representing the 0.00% Convertible Senior Notes due 2031 (incorporated herein by reference to Exhibit 4.2 to the Company’s Report on Form 8-K filed with the SEC on October 14, 2025).
10.1*						Form of Capped Call Transactions Confirmation (incorporated herein by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed with the SEC on October 14, 2025).
31.1						Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Co-Chief Executive Officer.
31.2						Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Co-Chief Executive Officer.
31.3						Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer.

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4.1						Description of Securities registered under Section 12 of the Exchange Act.

4.2*						Indenture, dated as of October 14, 2025, between IREN Limited and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed with the SEC on October 14, 2025).

4.3*						Form of certificate representing the 0.00% Convertible Senior Notes due 2031 (incorporated herein by reference to Exhibit A to Exhibit 4.1 to the Company’s Report on Form 8-K filed with the SEC on October 14, 2025).

4 .4*						Indenture, dated as of December 8, 2025, between IREN Limited and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed with the SEC on December 8, 2025).

4 .5*						Form of certificate representing the 0.25% Convertible Senior Notes due 2032 (incorporated herein by reference to Exhibit A to Exhibit 4.1 to the Company’s Report on Form 8-K filed with the SEC on December 8, 2025).

4 .6*						Indenture, dated as of December 8, 2025, between IREN Limited and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.3 to the Company’s Report on Form 8-K filed with the SEC on December 8, 2025).

4 .7*						Form of certificate representing the 1.00% Convertible Senior Notes due 2033 (incorporated herein by reference to Exhibit A to Exhibit 4.3 to the Company’s Report on Form 8-K filed with the SEC on December 8, 2025).

10.1*						Form of Capped Call Transactions Confirmation (incorporated herein by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed with the SEC on October 14, 2025).

1 0.2*						Form of Capped Call Transactions Confirmation (incorporated herein by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed with the SEC on December 8, 2025).

1 0.3 #						Partner Statement of Work, dated as of November 2, 2025, between IE US Hardware 3 Inc. (a wholly owned subsidiary of IREN Limited) and Microsoft Corporation.

1 0.4#						Purchase Agreement, dated as of November 2, 2025, between IE US Hardware 3 Inc. (a wholly owned subsidiary of IREN Limited) and Dell Marketing L.P.

1 0.5#						Non-Cancellable Non-Returnable (NCNR) and Supplemental Terms Agreement, dated as of November 2, 2025, between IE US Hardware 3 Inc. (a wholly owned subsidiary of IREN Limited) and Dell Marketing L.P.

1 0.6*						IREN Limited 2025 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on January 2, 2026).

31.1						Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Co-Chief Executive Officer.

31.2						Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Co-Chief Executive Officer.

31.3						Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer.


32.1						Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Co-Chief Executive Officer.

32.2						Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Co-Chief Executive Officer.

32.3						Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer.

101.INS						Inline XBRL Instance Document. (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

_____________________________________________________

*Incorporated by reference.

55# Certain confidential information has been redacted pursuant to Item 601(a)(6) and/or Item 601(b)(10)(iv) of Regulation S-K. Redacted information is indicated by [***].

SIGNATURES

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IREN Limited
Date: November 6, 2025	By:	/s/ Daniel Roberts
Date: February 5, 2026	By:	/s/ Daniel Roberts
		Daniel Roberts
		Co-Chief Executive Officer and Director

Date: November 6, 2025	By:	/s/ Anthony Lewis
Date: February 5, 2026	By:	/s/ Anthony Lewis
		Anthony Lewis
		Chief Financial Officer

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