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IREN Ltd

For the period ended Jun 30, 2025. Filed Aug 28, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Aug 28, 2025

IREN$21.41-1.1%Stored close · as of Nov 9, 2026

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Contents

Notes to the Consolidated Financial Statements

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Note 1. Organization

Nature of operations and corporate information

IREN Limited ("Company" or "Parent Entity") and the entities it controlled at the end of, or during, the year (collectively the "Group") is a leading owner and operator of next-generation data centers powered by 100% renewable energy (whether from clean or renewable energy sources or through the purchase of renewable energy certificates (“RECs”)). The Group’s data centers are purpose-built for power dense computing applications and currently support a combination of ASICs for Bitcoin mining and GPUs for HPC and AI Cloud Services). The Group operates data centers in the U.S. (Childress, Texas) and in Canada (Canal Flats, Mackenzie and Prince George in British Columbia). The Group is currently developing additional data centers in Sweetwater, Texas.

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 Company 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 its comparatives. New accounting standards implemented subsequent to July, 1, 2024 were adopted on their required adoption date. Refer to Note 3. Adjustments for the transition to GAAP for additional information.

The accompanying audited consolidated financial statements (“Consolidated Financial Statements”) and these notes (these “Notes”) have been prepared in accordance with GAAP and the rules of the Securities and Exchange Commission (the “SEC”). The Consolidated Financial Statements are presented in U.S. dollars.

These 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.

Use of Estimates and Assumptions

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

Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The most significant accounting estimates inherent in the preparation of the Group’s 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.

Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision–making group, in deciding how to allocate resources and assess performance. The Group’s CODM is the Co-Chief Executive Officer (“CEO”). The Group operates asone operating segment and uses net income as measures of profit or loss on a consolidated basis in making decisions regarding resource allocation and performance assessment. Additionally, the Group’s CODM regularly reviews

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

the Group’s expenses on a consolidated basis, as presented on the Consolidated Statements of Operations and Comprehensive Income (Loss). The Group’s CODM does not evaluate operating segments using asset or liability information nor are there any other performance metrics or measures used to monitor the operations. Refer to Note 8. Segment information for further information regarding entity-wide disclosures.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits, and other short-term, highly liquid investments with original maturities of three months or less from the date of purchase that are readily convertible to known amounts of cash and subject to an insignificant risk of changes in value.

Accounts receivable, net

Accounts receivable, net consists primarily of amounts due from the Group’s AI cloud services customers. Accounts receivable are recorded at amortized cost, net of an allowance for expected credit losses under the current expected credit loss (“CECL”) impairment model, which reflects the Group’s estimate of the amount expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Group considers many factors, including the age of the balance, collection history, and current economic trends. Amounts are considered past due based on policy payment terms. Receivables are written off when collection efforts have been exhausted and the accounts are deemed uncollectible.

For the years ended June 30, 2025, 2024 and 2023, the Group determined that expected credit losses were not material, and accordingly, no material allowance for credit losses was recorded, and credit loss expense was not material for either period.

Deposits and prepaid expenses

Deposits and prepaid expenses primarily consist of security deposits, computer hardware prepayments and advanced payments for goods or services. These amounts are capitalized or expensed on a straight-line basis over the period in which the related goods or services are received. Amounts expected to be utilized within 12 months are classified as current; others are classified as non-current.

Revenue recognition

The Group recognizes revenue under Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of this standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the company satisfies a performance obligation

To identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A good or service (or bundle of goods or services) is distinct if both of the following criteria are met: (1) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and (2) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all the following:

Variable consideration

Constraining estimate of variable consideration

The existence of a significant financing component in the contract

Noncash consideration

Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

The Group operates data center infrastructure supporting the verification and validation of Bitcoin blockchain transactions in exchange for Bitcoin, referred to as “Bitcoin mining”. The Group’s revenue is derived from providing computing services to perform hash calculations to mining pools. The Group has entered into arrangements, as amended from time to time, with mining pool operators to provide computing services to perform hash calculations to the mining pools. The provision of computing services to perform hash calculations to mining pools is part of the Group’s ongoing operations. The Group has the right to decide the point in time and duration for which it will provide computing services. As a result, the Group’s enforceable right to compensation only begins when, and continues as long as, the Group provides computing services to perform hash calculations to the mining pool. Either party may terminate the contract at any time without penalty. Upon termination, the mining pool operator (i.e., the customer) is required to pay the Group any amount due related to previously satisfied performance obligations. As either party is able to terminate the agreement at any time without penalty, the contract continuously renews throughout the day and therefore, the duration of the contract is less than 24 hours. The Group has determined that this renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates. There is no significant financing component in these transactions.

In exchange for providing computing services to perform hash calculations, which represents the Company’s only performance obligation, the Company is entitled to non-cash consideration in the form of cryptocurrency, calculated under the Full Pay Per Share ("FPPS") payout methods which contain three components, (1) a fractional share of the fixed cryptocurrency award from the mining pool operator (referred to as a “block reward”), (2) transaction fees generated from (paid by) blockchain users to execute transactions and distributed (paid out) to individual miners by the mining pool operator, and (3) mining pool operating fees retained by the mining pool operator for operating the mining pool. The Company’s total compensation is the sum of the Company’s share of (a)block rewards and (b) transaction fees, less (c) mining pool operating fees.

  1. The block reward earned by the Company is calculated by the mining pool operator based on the proportion of hashrate the Company contributed to the mining pool to the total network hashrate used in solving the current algorithm. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool.

  2. Transaction fees refer to the total fees paid by users of the network to execute transactions. Under FPPS, the Company is entitled to a pro-rata share of the total network transaction fees. The transaction fees paid out by the mining pool operator to the Company is based on the proportion of hashrate the Company contributed to the

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

mining pool to the total network hashrate. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool.

  1. Mining pool operating fees are charged by the mining pool operator for operating the mining pool as set forth in a rate schedule to the mining pool contract. The mining pool operating fees reduce the total amount of compensation the Company receives and are only incurred to the extent that the Company has generated mining revenue pursuant to the mining pool operators’ payout calculation.

Because the consideration to which the Company expects to be entitled for providing computing services is entirely variable (block rewards, transaction fees and pool operating fees), as well as being non-cash consideration, the Company assesses the estimated amount of the variable non-cash consideration to which it expects to be entitled for providing computing services at contract inception and subsequently, to determine when and to what extent it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved. For each contract under the FPPS payout method, the Company recognizes the non-cash consideration on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as the contract inception.

The Group measures the non-cash consideration received at the fair market value of the Bitcoin received. Management estimates fair value on a daily basis, as the quantity of Bitcoin received multiplied by the price quoted on Kraken on the day it was received. Management considers the prices quoted on Kraken to be a level 1 input under ASC Topic 820, Fair Value Measurement (“ASC 820”). The Group didnot hold any Bitcoin on hand as at June 30, 2025 (June 30, 2024: Nil).

AI cloud services revenue

The Group generates AI cloud services revenue through the provision of AI cloud services, which may comprise one or more distinct performance obligations depending on the terms of the contract. These AI services include providing customers with access to scalable infrastructure for cloud computing, computational power, storage and support services in exchange for cash consideration. The Group recognizes revenue from the AI cloud services in line with ASC 606 guidance when it has satisfied its performance obligation, which occurs over time as access to the infrastructure for cloud computing, computational power, storage, and support services is provided to the customer. Revenue is measured based on the transaction price, which represents the amount of consideration the Group expects to be entitled to in exchange for providing services, exclusive of discounts and, where applicable, sales taxes collected on behalf of third parties. The steps involved in recognizing AI cloud services revenue are set out as follows:

AI cloud services revenue is recognized as service revenue on a straight-line basis over the enforceable term of individual contracts which is typically the stated term. The Company satisfies its performance obligation as these services are provided over time. This pattern of recognition best reflects the transfer of control of services to the customer over time.

Transaction price is determined as the list price of services (net of discounts) that the Company delivers to its customers, considering the term of each individual contract, and the ability to enforce and collect the consideration.

Usage revenue (overage and consumption-based services) is recorded as AI cloud services revenue in the month the usage is incurred/service is consumed by the customer, based on a fixed agreed upon amount per unit consumed.

Other income

Other operating and non-operating income are recognized when the Group has an unconditional right to the consideration, the amount can be reasonably estimated, and collectability is probable.

Other operating income relates to income generated from a demand response program in Texas, insurance proceeds from the theft of miners in transit, and gain on disposal of coupons. The demand response program is designed to help ERCOT mitigate rolling blackouts. The Group receives recurring capacity payments for agreeing to curtail electricity consumption in response to abnormally high electricity demand or other grid emergencies. Income is generated by the Group’s

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

participation in this program at the site in Childress, Texas, and the revenue is recognized on a monthly basis depending on electricity related factors as determined by the operator.

Other non-operating income includes items such as interest income, government grants, and gains from the sale or disposal of non-current assets. Gains on asset disposals are recognized when the asset is derecognized and the gain is realized or realizable. The amount of income measured is based on the fair value of the consideration received or expected to be received.

Cost of revenues (exclusive of depreciation and amortization)

The Group’s cost of revenue consists of direct costs of generating revenue, such as electricity, employee benefits and other direct expenses, but excludes depreciation and amortization which is separately presented. Refer to Note 4. Cost of revenue for further information.

The Group’s selling, general and administrative expenses consists primarily of professional fees, employee benefits, stock-based compensation, insurance, sponsorship and marketing, property tax and other general expenses. Refer to Note 5. Selling, general, and administrative expenses for further information.

Concentrations

During the years ended June 30, 2025 and 2024, the Group hadone supplier of mining hardware andfour suppliers of HPC hardware. During the years ended June 30, 2025, 2024 and 2023 the Group generated 97%,98%, and 100% of its revenue, respectively, through the provision of computing power tothree, three, andtwo mining pool operators, respectively.

Digital assets

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

ASU 2023-08 is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income (loss). The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. ASU 2023-08 is effective for annual and interim reporting periods beginning after December 15, 2024, with early adoption permitted.

The Group’s digital assets are within the scope of ASU 2023-08 and the Group elected to early adopt the new standard prospectively effective July 1, 2024. The transition guidance requires a cumulative-effect adjustment as of the beginning of the current fiscal year for any difference between the carrying amount of the Group’s digital assets and fair value.

The early adoption did not have a material impact on the Group’s consolidated financial statements, as the Group's policy is to liquidate digital assets nearly immediately (typically within a day). Accordingly, the Group didnot hold any digital assets as of or during the year ended June 30, 2025.

In accordance with ASC Topic 350-60, Crypto Assets (“ASC 350-60”), the cash proceeds from the sales of digital assets are classified based on the holding period in which the bitcoin is held. Specifically, if digital assets are converted nearly immediately into cash, such sale qualifies as cash flows from operating activities.

Bitcoin represents non-cash consideration earned by the Group through providing computing services to perform hash calculations to mining pools. The Group determined bitcoin is sold nearly immediately (typically within a day) in accordance with ASC Topic 230-10-25-27A, Statements of Cash Flows (“ASC 230”). Accordingly, all proceeds from the

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

sale of bitcoin during the fiscal year ended June 30, 2025, 2024, and 2023, were classified as cash flows from operating activities in the Consolidated Statements of Cash Flows.

Financial assets

Financial assets are initially measured at fair value. For assets measured at fair value through earnings, transaction costs are expensed as incurred. Subsequent measurement is based on the classification of the financial asset, which may include amortized cost or fair value through earnings.

Financial assets are derecognized when the contractual rights to receive cash flows from the asset expire or when the Group has transferred substantially all the risks and rewards of ownership. When collection is deemed uncollectible, the carrying amount of the financial asset is written off.

Financial assets at amortized cost

Financial assets, such as cash and cash equivalents, accounts receivable and other receivables (excluding sales tax receivables) are measured at amortized cost when the Company has the intent and ability to hold them for the foreseeable future or until maturity, and the assets are not designated under the fair value option.

Electricity financial asset

The Group recognizes the electricity financial assets at fair value upon initial recognition, as assets requires an upfront prepayment and therefore, does not meet the definition of a derivative in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). After initial recognition, these financial assets are remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. The financial instrument is derecognized when the contractual rights to the cash flows from the asset expires or are transferred.

The Group measures the fair value of prepaid electricity using the forward price approach. The fair value is calculated by multiplying the quantity of electricity prepaid by a forward price for the Energy Reliability Council of Texas (“ERCOT”) West Load Zone market, which is the principal market for our electricity transactions. The forward prices are provided by OTC Global Holdings and reflect the expected future prices of electricity based on current market conditions and observable market data. The forward pricing inputs used in the fair value measurement of prepaid electricity are classified as Level 2 under the fair value hierarchy in accordance with ASC 820. Refer to Note 10. Financial assets for further information.

Financial liabilities

Accounts payable and accrued expenses are initially recognized at the fair value of the consideration received, net of transaction costs. The Group derecognizes financial liabilities when the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in earnings.

Fair value measurement

The Group’s financial assets and liabilities are accounted for in accordance with ASC 820 which defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the assets or liabilities in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:

Level 1— Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2— Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities either directly or indirectly.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Level 3—Unobservable inputs for the assets or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

Observable inputs are developed using market data obtained from sources independent of the Group, while unobservable inputs require significant management judgment and estimation. In some cases, the inputs used to measure an asset or a liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Refer to Note 15. Fair value measurement for further information.

Property, plant and equipment

Property, plant and equipment are stated at cost, net of impairment, and is depreciated using the straight-line method over the estimated useful lives of the assets. Cost includes expenditures that are directly attributable to the acquisition of the asset and cost to prepare it for its intended use. Construction in progress is not depreciated until the work is completed and the assets are placed in service.

The estimated useful lives of the Group’s property, plant and equipment are generally as follows:

Useful life (in years)
Buildings20
Plant and equipment3-10
Mining hardware - S19j Pros12
Mining hardware - all other models4
HPC hardware5
Leasehold improvementsLesser of the life of the lease or the useful life of the improvement

1 During the year ended June 30, 2024, the Group reduced the useful life of its Bitmain Antminer S19jPros and Antminer S19 Pros (together the “S19j Pros”) to 2 years, refer to Note 12. All other models are depreciated over 4 years.

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

Development assets consist of data center sites under development. Development assets are not depreciated until they are available for use. Once an asset becomes available for use, it is transferred to another category within property, plant and equipment and depreciated over its useful economic life.

Mining and HPC hardware include both installed hardware units and units that have been delivered but are in storage, yet to be installed. Depreciation of mining and HPC hardware commences once units are onsite and available for use.

Repair and maintenance costs incurred are expensed to ‘cost of revenue’ in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Upon the sale or retirement of property and equipment, the cost and accumulated depreciation are removed from the Group’s Consolidated Balance Sheets in the relevant reporting period. Any resulting gain or loss is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in the period in which the transaction occurs. Refer to Note 12. Property, plant and equipment, net for further information.

Assets held for sale

The Group classifies long-lived assets to be sold as held for sale in the period in which all of the following criteria are met:

  1. Management, having the authority to approve the action, commits to a plan to sell the asset;

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

  1. The asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets;

  2. An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated;

  3. The sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Group’s control extend the period of time required to sell the asset beyond one year;

  4. The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and

  5. Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Group initially measures long-lived assets that are classified as held for sale at the lower of their carrying amount or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. Conversely, gains are not recognized on the sale of long-lived assets until the date of sale. The Group assesses the fair value of a long-lived asset less any costs to sell in each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the asset, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. Refer to Note 13. Assets held for sale for further information.

Impairment of long-lived assets

The Group reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets (or asset groups) may not be fully recoverable. The asset (or asset group) to be held and used that is subject to impairment review represents the lowest level of identifiable cash flows that is largely independent of other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered unrecoverable, the impairment loss to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Factors the Group considers that could trigger an impairment include, but are not limited to, the following: significant changes in the manner of the Group’s use of the acquired assets or the strategy for the Group’s overall business, significant underperformance relative to expected historical or projected development milestones, significant negative regulatory or economic trends, and significant technological changes that could render the asset (or asset group) obsolete. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as necessary. When recognized, impairment losses related to long-lived assets to be held and used in operations are recorded in the Group’s Consolidated Statements of Operations and Comprehensive Income (Loss). Impairment charges for long-lived assets were $7,223,000, nil and $105,172,000 for the years ended June 30, 2025, 2024 and 2023.

Leases

The Group determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Group’s use by the lessor. The Group’s assessment of the lease term reflects the non-cancellable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Group is reasonably certain of not exercising, as well as periods covered by renewal options which the Group is reasonably certain of exercising. The Group also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected on the Consolidated Statements of Operations and Comprehensive Income (Loss) over the lease term. For all periods presented, the Group only had operating leases. Refer to Note 17. Leases for further information.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

For leases with a term exceeding 12 months, an operating lease liability is recorded on the Group’s Consolidated Balance Sheets at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Group uses its incremental borrowing rate. While ASC Topic 842, Leases (“ASC 842”) requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease, the incremental borrowing rate may be used if the implicit rate cannot be readily determined. Generally, the Group does not have access to the information required to determine the rate implicit in the lease, therefore, its incremental borrowing rate is generally used as the discount rate for the lease. The incremental borrowing rate is the rate of interest that the Group would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. For the Group’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term.

For leases with a term of 12 months or less, any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the Consolidated Balance Sheets as an accounting policy election. Leases qualifying for the short term lease exception were insignificant. Variable lease costs are recognized as incurred and primarily consist of common area maintenance and utility charges not included in the measurement of right of use assets and operating lease liabilities.

The lease liability is separately disclosed on the Consolidated Balance Sheets. The liabilities which will be repaid within twelve months are recognized as current and the liabilities which will be repaid in excess of twelve months are recognized as non-current. The lease liability is subsequently measured by reducing the balance to reflect the principal lease repayments made and increasing the carrying amount by the interest on the lease liability.

The Group is required to remeasure the lease liability and make an adjustment in the following instances:

The term of the lease has been modified or there has been a change in the Group’s assessment of a purchase option being exercised, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

A lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; and

The lease payments are adjusted due to changes in the index or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using the initial discount rate.

However, if a change in lease payments is due to a change in a floating interest rate, a revised discount rate is used.

Derivatives

The Group evaluates its financing and service arrangements to determine whether certain arrangements contain features that qualify as embedded derivatives requiring bifurcation in accordance with ASC 815. Embedded derivatives that are required to be bifurcated from the host instrument or arrangement are accounted for and valued as separate financial instruments.

The Group does not elect to designate derivatives as hedges for accounting purposes and as such, records derivatives at fair value with subsequent changes in fair value and settlements recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Group classifies derivative assets or liabilities on the Consolidated Balance Sheets as current or non-current based on whether settlement of the instrument could be required within 12 months of the balance sheet date of the Consolidated Balance Sheets. Refer to Note 14. Derivatives for further information.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Embedded features within convertible notes

The Group evaluates and accounts for derivatives embedded in its convertible instruments in accordance with ASC 815. Accordingly, the Group has assessed if embedded derivatives should be separated from its host contract and accounted for as a separate derivative instrument based on whether all three ASC 815 criteria are met:

  1. The economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics and risks of the host contract;

  2. The hybrid instrument is not remeasured at fair value under GAAP with changes in fair value reported in earnings as they occur; and

  3. A separate instrument with the same terms as the embedded derivative would be a derivative instrument. ASC 815 also provides an exception to this rule when the host instrument is deemed to be a conventional convertible debt instrument as defined in the FASB ASC topic.

The Group identified embedded derivatives in the convertible instruments issued, including conversion options and redemption rights. The Group determined that these embedded features should not be separated from its host contract and are accounted for as part of the convertible debt. Refer to Note 18. Convertible notes payable for further information.

Bitcoin purchase option

In June 2025, the Group entered into a supplemental agreement with Bitmain relating to outstanding payments under existing purchase option arrangements for mining hardware. As part of the amended terms, the Group is entitled to a Bitcoin purchase option upon settlement of the outstanding payments. The option allows the Group to acquire Bitcoin at a mutually agreed-upon price, subject to asix-month purchase period commencing on the date of payment. The Group may exercise the option intwo equal tranches, with the right to purchase 50% of the Bitcoin at the end of each three-month interval during the purchase period.

In accordance with ASC 815, the Group evaluated the embedded feature to determine whether it should be separated from the host contract. The Group concluded that the Bitcoin purchase option meets the definition of an embedded derivative as it is not clearly and closely related to the host contract, the hybrid instrument is not measured at fair value through earnings, and the feature would meet the definition of a derivative if it were a freestanding instrument.

Accordingly, the embedded Bitcoin purchase option is bifurcated from the host contract and is accounted for separately as a derivative financial instrument. The derivative is initially and subsequently measured at fair value, with changes in fair value and any settlements recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Employee benefits

The Group provides benefits to its employees for paid absences including annual vacation leave and long-service leave. Annual leave vests to employees based on service and is typically taken within one year.

Long-service leave is an Australian employee entitlement that provides a paid leave benefit after a specified period of continuous service (generally 8 to 10 years). The Group’s policy is to accrue the cost of both annual leave and LSL as employees render service, in accordance with ASC 710-10.

Convertible debt

As discussed above in the Group’s Derivative accounting policy, convertible debt may contain embedded conversion features that must be first evaluated to determine if bifurcation and separate accounting would be required.

If the conditions are not met, the entire instrument will be accounted for as debt. The embedded conversion features in the Group’s convertible debt are deemed to be indexed to the Group’s Ordinary shares and meet the criteria for classification in

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

stockholder’s equity, and therefore derivative accounting does not apply. Therefore, the Group recognizes its convertible debt as Notes Payable on its Consolidated Balance Sheets, net of unamortized debt issuance costs. The associated debt issuance costs are amortized into interest expense on the Consolidated Statements of Operations and Comprehensive Income (Loss) using the interest method over the term of the debt.

Refer to Note 18. Convertible notes payable for further information.

Other liabilities

Other liabilities primarily consist of employee benefit obligations, and accrued interest payable on convertible notes. These liabilities are classified as current when settlement is expected within 12 months of the balance sheet date and as non-current when settlement is expected beyond 12 months.

Ordinary shares

Ordinary shares are classified as an equity instrument. Incremental costs directly attributable to the issuance of ordinary shares are recognized as a reduction of equity, net of the related tax effect.

Stock-based compensation

The Group recognizes stock-based compensation expense for all stock-based awards made to employees, directors, consultants, and service providers, if any, including incentive stock options, non-qualified stock options, stock awards, and stock units based upon the estimated grant-date fair value of the awards.

The fair value of stock-based compensation awards is amortized over the vesting period, which is defined as the period during which a recipient is required to provide service in exchange for an award. The Group generally uses a graded vesting method for all grants. Awards with both market and service conditions are expensed over the vesting period for each separately vesting tranche. Forfeitures are estimated in accordance with ASC Topic 718 Stock Compensation (“ASC 718”) using historical experience and projected employee turnover. This estimate may be adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the prior estimate.

For more complex performance awards, including awards with market conditions, the fair value is estimated using the Black-Scholes-Merton option pricing model or Monte-Carlo simulations, which take into account the exercise price, the term of the option or the restricted stock units (“RSUs”), the impact of dilution, the share price at grant date, expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment.

In accordance with ASC 718, stock-based compensation for awards with market conditions is recognized over the vesting period, regardless of whether the market condition is ultimately achieved will only be adjusted to the extent the service condition is not met.

If stock-based awards are modified, as a minimum, an expense is recognized as if the modification has not been made. An additional expense is recognized, over the remaining vesting period, for any modification that increases the total fair value of the stock-based compensation benefit as at the date of modification.

If stock-based awards are cancelled or settled during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied), this is treated as an acceleration of vesting and the amount that otherwise would have been recognized for services received over the remainder of the vesting period will be recognized immediately through stock-based compensation expense in earnings.

The Group classifies its stock-based compensation within “Selling, general and administrative expenses” on the Consolidated Statements of Operations and Comprehensive Income (Loss). Refer to Note 20. Stock-based compensation for further information.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Income taxes

The Group complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

A valuation allowance is recorded if it is more-likely-than-not that some portion, or all, of a deferred tax asset will not be realized. In evaluating whether a valuation allowance is needed, the Group considers all relevant evidence, including past performance, recent cumulative losses, projections of future taxable income, and the viability of tax planning strategies. If the Group subsequently determines that there is sufficient evidence to indicate a deferred tax asset will be realized, the associated valuation allowance is reversed.

The Group recognizes positions taken or expected to be taken in a tax return in the Consolidated Financial Statements when it is more-likely-than-not that the position would be sustained upon examination by tax authorities. The Group recognizes any interest and penalties related to unrecognized tax benefits in income tax expense. There wereno interest or penalties related to income taxes that have been accrued or recognized as of June 30, 2025, 2024, 2023.

Sales Taxes

Goods and Services Tax (“GST”), Provincial Sales Tax (“PST”), and other similar indirect taxes are levied by various jurisdictions on the purchase of goods and services.

The Company accounts for such taxes on a net basis, meaning revenue and expenses are recorded exclusive of recoverable sales taxes. Sales taxes collected from customers are excluded from revenue, and taxes paid to suppliers are excluded from expenses where they are recoverable from tax authorities.

For non-recoverable sales taxes incurred:

If related to the acquisition or construction of an asset, the non-recoverable amount is capitalized as part of the asset’s cost.

If related to other expenditures, the non-recoverable amount is expensed as incurred.

Sales tax amounts payable to or recoverable from tax authorities are presented separately in the balance sheets.

Net income (loss) per share of Ordinary shares attributable to Ordinary shareholders

The Group computes basic and diluted EPS for net income. Basic EPS is computed using net income and the weighted-average number of Ordinary shares outstanding. Diluted EPS is computed using net income and the weighted-average number of Ordinary shares outstanding plus any dilutive potential Ordinary shares outstanding, including stock options and restricted stock units, to the extent dilutive under the treasury-stock method, and potential shares of Ordinary shares issuable upon conversion of the Group’s convertible notes under the if-converted method. Refer to Note 21. Net income (loss) per share of Ordinary shares for further information.

Government grants

Grants from the government are recognized when receipt is probable and the related conditions have been met. Depending on the grant conditions, grants received may be deferred and recognized over the periods necessary to match the related costs.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Foreign currency

Effective July 1, 2024, the Parent Entity changed its functional currency from the Australian dollar (“AUD”) to USD. This change reflects the increase in USD-denominated activities and US-based investments, including capital raising in USD, capital and operational expenditures and revenues. The change has been accounted for prospectively, and prior period comparative figures have not been restated, in accordance with ASC Topic 830 Foreign Currency Matters (“ASC 830”).

The Group has consolidated subsidiaries that have a non-U.S. Dollar functional currency. Each of the Group’s subsidiaries determines its own functional currency and items of each subsidiary included in the Consolidated Financial Statements are measured using that functional currency. Assets and liabilities of foreign operations having a functional currency other than the U.S. Dollar are translated at the rate of exchange prevailing at the reporting date and revenues and expenses at average rates during the period. Foreign currency translation adjustments are reflected within accumulated other comprehensive income (loss) in stockholders’ equity. Gains and losses from foreign currency transactions are included in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the period. Foreign currency-denominated monetary assets and liabilities of the Company are translated using the rate of exchange prevailing at the reporting date, and non-monetary assets and liabilities measured at fair value are translated at the rate of exchange prevailing at the date when the fair value was determined. Revenues and expenses are measured at average rates during the period. Gains or losses on translation of these items are included in earnings. Foreign currency denominated non-monetary assets and liabilities, measured at historic cost, are translated at the rate of exchange at the transaction date.

Finance expense primarily consist of interest expense on the convertible notes and amortization of debt raise costs using the effective interest rate method.

In the ordinary course of business, the Group may be involved in legal proceedings, claims and governmental and/or regulatory reviews. The Group periodically reviews estimates of potential costs to be incurred by us in connection with the adjudication or settlement, if any, of these matters. These estimates are developed, as applicable, in consultation with external legal counsel and are based on an analysis of potential outcomes.

In accordance with ASC Topic 450, Contingencies, (“ASC 450”) loss contingencies are accrued when, in the opinion of management, an adverse outcome is probable and such financial outcome can be reasonably estimated. Such amounts are recognized within “accounts payable and accrued expenses” on the Consolidated Balance Sheets. If a loss is not probable or the amount cannot be reasonably estimated, no liability is recognized. Accruals are reviewed and may be adjusted as facts and circumstances evolve, including changes in legal strategy or developments in individual matters. Legal costs are expensed as incurred.

Additional paid-in capital

Additional paid-in capital primarily consists of amounts recognized in connection with equity-settled stock-based compensation awards, including stock options and restricted stock units classified as equity.

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 Consolidated Financial Statements and ensures that there are proper controls in place to ascertain that the Group’s Consolidated Financial Statements properly reflect the change.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to enhance reportable segment disclosures by requiring disclosures of significant segment expenses regularly provided to the Chief Operating

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Decision Maker (“CODM”), the title and position of the CODM, and an explanation of how the reported measures of segment profit and loss are used by the CODM in assessing segment performance and allocation of resources. ASU 2023-07 is effective for the Group for annual periods beginning after December 31, 2023; early adoption is permitted. The Group adopted ASU 2023-07 for our annual period beginning July 1, 2024, which did not have a material impact on the Consolidated Financial Statements.

In December 2023, 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 is currently evaluating the impact of adopting the standard.

In December 2023, the FASB issued ASU 2023-08. Refer to the Digital Assets accounting policy above for further information regarding the impact of early adoption on the Group’s Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-04, Debt (Subtopic 470-20): Debt with Conversion and Other Options ("ASU 2024-04"). ASU 2024-04 clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. ASU 2024-04 is effective for reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted for entities that have adopted ASU 2020-06. The Group is currently evaluating the impact of adopting the standard.

In January 2025, FASB issued Update ASU 2025-01, Income Statement— Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2025-01 was issued to clarify the effective date for Update ASU 2024-03, Income Statement— Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business entities to provide additional disclosures in the notes to financial statements, disaggregating specific expense categories within relevant income statement captions. The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization related to oil-and-gas producing activities. ASU 2024-03 is effective for the first annual reporting period beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Group is currently assessing the impact of adopting the standard.

Note 3. Adjustments for the transition to GAAP

The Consolidated Financial Statements for the year ended June 30, 2025 are the first the Group has prepared in accordance with GAAP. The Group previously prepared its financial statements, up to and including nine months ended March 31, 2025, in accordance with IFRS. Accordingly, the Group has prepared financial statements that comply with GAAP applicable as at June 30, 2025, together with the comparative year data for the years ended June 30, 2024 and 2023. This note explains the adjustments made by the Group in restating its GAAP financial statements for the current and comparative periods.

The effects of the GAAP transition on the Consolidated Balance Sheets as of June 30, 2025 and June 30, 2024 are presented below:

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

NotesIFRSEffect of transition to GAAPGAAP
(in USD thousands)
Assets
Current assets
Cash and cash equivalents$564,526$—$564,526
Accounts receivable, netC—1,5641,564
Deposits and prepaid expenses45,908—45,908
Derivative assetsA127,856(122,100)5,756
Income taxes receivable2,581—2,581
Other receivablesC22,400(1,564)20,838
Total current assets763,271(122,100)641,173
Non-current assets
Property, plant and equipment, netB1,930,484831,930,567
Operating lease right-of-use asset, netB1,550(87)1,463
Computer hardware prepaymentsC3,068(3,068)—
Deposits and prepaid expensesC29,8473,06832,916
Financial assets211,617—211,617
Derivative assetsA—122,100122,100
Other non-current assets486—486
Total non-current assets2,177,052122,0962,299,150
Total assets$2,940,323$(4)$2,940,323
Liabilities and stockholders' equity
Current liabilities
Accounts payable and accrued expenses$124,113$20,000$144,115
Operating lease liability, current portionB36143404
Notes payableA706,042(706,042)—
Derivative liabilitiesA437,700(437,700)—
Accrued interest payableC1,545(1,545)—
Employee benefitsC2,400(2,400)—
ProvisionsC20,000(20,000)—
Deferred revenue884—884
Other liabilities, current portionC—3,9453,945
Total current liabilities1,293,045(1,143,699)149,347
Non-current liabilities
Operating lease liability, less current portionB1,204(141)1,063
Notes payableA—962,765962,765
Deferred tax liabilitiesC8,112(141)7,971
Income taxes payable, less current portion—1,4541,454
Employee benefitsC234(234)—
Other liabilities, less current portionC—234234
Total non-current liabilities9,550963,937973,488
Total liabilities1,302,595(179,760)1,122,835
Stockholders' equity
Ordinary shares2,355,056—2,355,056
B Class shares———
Additional paid-in capital88,672—88,672
Retained earnings (accumulated deficit)A, B(775,432)179,265(596,167)
Accumulated other comprehensive income (loss)A, B(30,569)496(30,073)
Total stockholders' equity1,637,727179,7611,817,488
Total liabilities and stockholders' equity$2,940,322$1$2,940,323

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

NotesIFRSEffect of transition to GAAPGAAP
(in USD thousands)
Assets
Current assets
Cash and cash equivalents$404,601$—$404,601
Accounts receivable, netC—153152
Deposits and prepaid expenses11,888—11,888
Financial assets6,530—6,530
Other receivablesC29,367(153)29,214
Total current assets452,386—452,385
Non-current assets
Property, plant and equipment, net441,371—441,371
Operating lease right-of-use asset, netB1,549(213)1,336
Computer hardware prepaymentsC239,841(239,841)—
Deposits and prepaid expensesC17,459239,841257,300
Other non-current assets427—427
Total non-current assets700,647(213)700,434
Total assets$1,153,033$(213)$1,152,819
Liabilities and stockholders' equity
Current liabilities
Accounts payable and accrued expensesC$32,119$13,375$45,494
Operating lease liability, current portionB21475289
Income taxes payable1,389—1,389
Employee benefitsC1,342(1,342)—
ProvisionsC13,375(13,375)—
Deferred revenue2,558—2,558
Other liabilities, current portionC—1,3421,342
Total current liabilities50,9977551,072
Non-current liabilities
Operating lease liability, less current portionB1,441(409)1,032
Deferred tax liabilities3,125—3,125
Employee benefitsC119(119)—
Other liabilities, less current portionC—117117
Total non-current liabilities4,685(409)4,274
Total liabilities55,682(334)55,346
Stockholders' equity
Ordinary shares1,764,289—1,764,289
B Class shares———
Additional paid-in capital51,286—51,286
Retained earnings (accumulated deficit)B(683,231)121(683,110)
Accumulated other comprehensive income (loss)B(34,993)(1)(34,994)
Total stockholders' equity1,097,3511201,097,471
Total liabilities and stockholders' equity$1,153,033$(214)$1,152,819

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

The effects of the GAAP transition on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended June 30, 2025, 2024 and 2023 are presented below:

Year ending June 30,
Notes202520242023
(in USD thousands)
Net income (loss) - IFRS$(92,201)$(28,955)$(171,871)
Transition adjustments - LeasesB(38)3544
Transition adjustments - Convertible notesA180,493——
Transition adjustments - Tax(1,313)——
Net income (loss) - GAAP$86,941$(28,920)$(171,827)

The effects of the GAAP transition on the Consolidated Statements of Cash Flows for the years ended June 30, 2025, 2024 and 2023 are presented below:

(in USD thousands)NoteIFRSEffect of transition to GAAPGAAP
Net cash used in operating activitiesB, D$(238,232)$484,118$245,886
Net cash used in investing activitiesB(895,858)(484,629)(1,380,487)
Net cash used in financing activitiesD$1,294,224$511$1,294,735
(in USD thousands)NoteIFRSEffect of transition to GAAPGAAP
Net cash used in operating activitiesB, D$(130,870)$183,089$52,219
Net cash used in investing activitiesB(314,880)(183,586)(498,466)
Net cash used in financing activitiesD$782,129$497$782,626
(in USD thousands)NoteIFRSEffect of transition to GAAPGAAP
Net cash used in operating activitiesB, D$(72,378)$78,107$5,729
Net cash used in investing activitiesB6,956(78,423)(71,467)
Net cash used in financing activitiesD$28,240$318$28,558

Notes to reconciliations

A. Convertible Notes

Under IFRS, the embedded derivatives related to the convertible notes were bifurcated from the debt host and measured at fair value through profit or loss at each reporting period. Under GAAP, although the embedded derivatives meet the definition of a derivative under ASC 815, they qualify for the exemption from bifurcation under ASC 815-10-15-74.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Accordingly, the embedded derivative is not separated from the convertible notes and is accounted for as part of the host contract. This accounting treatment difference results in the following transitional adjustments:

Reversal of the previously recognized embedded derivative and any associated gains or losses arising from changes in fair value;

Increase in the initial carrying amount of the debt host, partially offset by an increase in debt issuance costs capitalized;

Adjustment to the effective interest rate on the convertible notes, resulting in a reduction of interest expense; and

Reclassification of the debt host and the capped call derivative asset from a current to a non-current liability and asset, respectively.

B. Leases

Under IFRS, all leases were accounted for under a single lessee model. Under GAAP, leases are classified as either operating or finance leases in accordance with ASC 842. The Group determined that all of its leases should be classified as operating leases under GAAP. Accordingly, the following transitional adjustments were recognized in connection with the initial classification of leases under GAAP:

Recalculated the right-of-use assets and lease liabilities to reflect ASC 842 assumptions;

Reversed IFRS based depreciation and interest expense; and

Recognized a single straight-line lease expense from lease commencement to the date of conversion.

C. Presentation under GAAP

Certain financial statement line items previously presented under IFRS have been renamed or reclassified to conform to the presentation requirements of GAAP.

D. Statements of Cash Flows

Under IFRS, cash proceeds from the sale of Bitcoin generated from mining activities were classified as investing activities in the Consolidated Statements of Cash Flows. Under GAAP, such cash proceeds are classified as operating activities in accordance with ASC Topic 230, Statement of Cash Flows (“ASC 230”) as:

Bitcoin meets the definition of a crypto asset in accordance with ASC 350-60;

Bitcoin is received in the ordinary course of business; and

Bitcoin received is liquidated daily, which meets the definition of nearly immediately.

Accordingly, upon transition to GAAP, cash proceeds from the sale of Bitcoin mined have been reclassified from investing activities to operating activities.

Following the classification of the Group’s leases as operating leases under GAAP, the Consolidated Statement of Cash Flows was adjusted to remove repayments of lease liabilities previously presented within financing activities under IFRS and, instead, present changes in operating lease liabilities within operating activities in accordance with ASC 842.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Note 4. Cost of revenue

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

Year ended June 30, 2025
(in USD thousands)Bitcoin MiningAI Cloud ServicesTotal
Electricity$147,805$249$148,054
Employee benefits7,5208238,343
Other direct expenses2,3482472,595
Total cost of revenue$157,673$1,319$158,992
Year ended June 30, 2024
(in USD thousands)Bitcoin MiningAI Cloud ServicesTotal
Electricity$81,563$42$81,605
Employee benefits3,9122834,195
Other direct expenses1,213541,267
Total cost of revenue$86,688$379$87,067
Year ended June 30, 2023
(in USD thousands) · Bitcoin Mining · AI Cloud Services · Total
Electricity$35,753$-$35,753
Employee benefits2,928-2,928
Other direct expenses738-738
Total cost of revenue$39,419$-$39,419

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Note 5. Selling, general, and administrative expenses

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

Years ended June 30,
(in USD thousands)202520242023
Employee benefits$27,533$18,007$14,969
Professional fees18,0018,0806,271
Stock based compensation42,64223,63614,356
Insurance18,1027,0335,687
Renewable energy certificates5,733874170
Property taxes4,054982481
Non-refundable provincial sales tax5,1891,408371
Sponsorships and marketing2,8842,051716
Other selling, general and administrative expenses12,3208,3535,983
Total selling, general and administrative expenses$136,458$70,424$49,004

Note 6. Other operating expenses

The components of other operating expenses are as follows:

Years ended June 30,
(in USD thousands) · 2025 · 2024 · 2023
Loss on theft of PPE in transit$1,724$-$-
Loss contingencies (Refer to note 16 for further information)5,7888,0744,971
Other transaction costs4,242--
Write-off of deposit1,548--
Total other operating expenses$13,302$8,074$4,971

Note 7. Other operating income

The components of other operating income are as follows:

Years ended June 30,
(in USD thousands) · 2025 · 2024 · 2023
Demand response program income$7,715$1,566$-
Insurance income1,699--
Gain on disposal of coupons--3,117
Total other operating income$9,413$1,566$3,117

Note 8. Segment information

As discussed in Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements, the Group operates as one operating segment and uses net income as measures of profit or loss on a

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

consolidated basis in making decisions regarding resource allocation and performance assessment. Refer to the tables below for information regarding entity-wide disclosures.

Disaggregated revenue data by geographical region based on the location of the contracting entity within the operating segment is as follows:

Years ended June 30,
(in USD thousands)202520242023
Australia$484,629$184,087$75,509
United States———
Canada16,3943,105—
Total revenue$501,023$187,192$75,509

Long-lived assets, excluding deferred tax assets, are located in the following geographical locations:

(in USD thousands)June 30, 2025June 30, 2024
Australia$1,748$648
United States1,626,521420,217
Canada337,162279,569
Total long-lived assets$1,965,431$700,434

Note 9. Deposits and prepaid expenses

The components of deposits and prepaid expenses are as follows:

(in USD thousands)June 30, 2025June 30, 2024
Current
Prepayments$33,015$9,787
Security deposits12,8942,101
Total current deposits and prepaid expenses$45,908$11,888
Non-current
Security deposits$29,847$17,458
Computer hardware prepayment3,068239,842
Total non-current deposits and prepaid expenses$32,916$257,300
Total deposits and prepaid expenses$78,824$269,189

Prepayments

The increase in current prepayments primarily relates to electricity prepayments in relation to the Childress site which increased by approximately $23,736,000 due to the additional operational capacity that was commissioned during the year ended June 30, 2025.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Security deposits

Security deposits at June 30, 2025 and 2024 include deposits paid for expansion projects in British Columbia, Canada and West Texas, USA.

Computer hardware prepayment

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 June 30, 2025. These prepayments are in accordance with payment schedules set out in relevant purchase agreements with hardware manufacturers.

Computer hardware prepayments at June 30, 2024 include Bitcoin mining hardware prepayments of $203,783,000 and $36,058,000 relating to initial 10% non-refundable deposits for options to purchase further Bitcoin mining hardware.

Note 10. Financial assets

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

(in USD thousands)
Financial assetsBalance Sheet LineJune 30,2025June 30,2024
2030 Prepaid forward contractFinancial assets - Non current$83,117$—
2029 Prepaid forward contractFinancial assets - Non current128,500—
Electricity financial assetFinancial assets - Current—6,530
Total financial assets$211,617$6,530

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

(in USD thousands)Years ended June 30,
Financial assetsStatement of Operations Line202520242023
2030 Prepaid forward contractUnrealized gain (loss) on financial instruments$9,400$—$—
2029 Prepaid forward contractUnrealized gain (loss) on financial instruments36,000——
Electricity financial assetUnrealized gain (loss) on financial instruments—(3,448)—
Electricity financial assetRealized gain (loss) on financial asset(4,215)4,121—
Total financial assets$41,185$673$—

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

The following tables show the valuation techniques used in measuring Level 2 fair values for the financial instruments in the Consolidated Statements of Operations and Comprehensive Income (Loss), as well as the significant unobservable inputs used as at June 30, 2025:

Fair Value Hierarchy LevelAsset DescriptionValuation TechniqueSignificant Inputs
Level 2Prepaid Electricity - Financial assetForward Price ApproachForward Prices from OTC Global Holdings
Level 22029 Prepaid forward contractAnalytical formulaShare price, risk free rate, dividend yield
Level 22030 Prepaid forward contractAnalytical formulaShare price, risk free rate, dividend yield

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 Notes"). In conjunction with the offering of the 2030 Notes, the Group entered also into a prepaid forward share purchase contract (“2030 Prepaid Forward Contract”) transactions with a financial institution (“2030 Forward Counterparty”). Pursuant to the 2030 Prepaid Forward Contract transactions, the Group used $73,717,000 of the net proceeds from the offering of the 2030 Notes to fund the 2030 Prepaid Forward Contract. The aggregate number of shares of the Group’s Ordinary shares underlying the 2030 Prepaid Forward Contract was approximately 5,700,000 based on the last reported sale price on the pricing date of December 3, 2024. The contractual expiration date for the 2030 Prepaid Forward Contract is August 15, 2030. Upon settlement of the 2030 Prepaid Forward Contract, the 2030 Forward Counterparty will deliver to the Group cash until the Group receives shareholder approval to repurchase its ordinary shares pursuant to the terms of the 2030 Prepaid Forward Contract or is otherwise permitted to repurchase its ordinary shares pursuant to the terms of the 2030 Prepaid Forward Contract under the laws of the Group’s jurisdiction of incorporation and, thereafter, the number of ordinary shares underlying the 2030 Prepaid Forward Contract or the portion thereof being settled early.

The 2030 Prepaid Forward Contract is a separate transaction to the 2030 Notes entered into by the Group with the 2030 Forward Counterparty and is not part of the terms of the 2030 Notes and will not affect any holder’s rights under the 2030 Notes. Holders of the 2030 Notes will not have any rights with respect to the 2030 Prepaid Forward Contract.

The 2030 Prepaid Forward Contract is classified as a non-current asset and remeasured to fair value at the end of each reporting period, with changes in fair value booked into Consolidated Statements of Operations and Comprehensive Income (Loss).

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 Notes"). In conjunction with the offering of the 2029 Notes, the Group entered also into a prepaid forward share purchase contract (“2029 Prepaid Forward Contract”) transactions with a financial institution (“2029 Forward Counterparty”). Pursuant to the 2029 Prepaid Forward Contract transactions, the Group used $92,500,000 of the net proceeds from the offering of the 2029 Notes to fund the 2029 Prepaid Forward Contract. The aggregate number of shares of the Group’s ordinary shares underlying the 2029 Prepaid Forward Contract was approximately 8,818,000 based on the last reported sale price on the pricing date of June 10, 2025. The contractual expiration date for the 2029 Prepaid Forward Contract is February 15, 2030. Upon settlement of the 2029 Prepaid Forward Contract, the 2029 Forward Counterparty will deliver to the Group cash until the Group receives shareholder approval to repurchase its ordinary shares pursuant to the terms of the 2029 Prepaid Forward Contract or is otherwise permitted to repurchase its ordinary shares pursuant to the terms of the 2029 Prepaid Forward Contract under the laws of the Group’s jurisdiction of incorporation and, thereafter, the number of ordinary shares underlying the 2029 Prepaid Forward Contract or the portion thereof being settled early.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

The 2029 Prepaid Forward Contract is a separate transaction to the 2029 Notes entered into by the Group with the 2029 Forward Counterparty and is not part of the terms of the 2029 Notes and will not affect any holder’s rights under the 2029 Notes. Holders of the 2029 Notes will not have any rights with respect to the 2029 Prepaid Forward Contract.

The 2029 Prepaid Forward Contract is classified as a non-current asset and remeasured to fair value at the end of each reporting period, with changes in fair value booked into Consolidated Statements of Operations and Comprehensive Income (Loss), as the contract includes provisions that could require cash settlement.

Electricity financial asset

A subsidiary of the Group previously entered into a Power Supply Agreement ("PSA") for the procurement of electricity at the Childress site.

Under the PSA, the subsidiary had the right to purchase a fixed quantity of electricity in advance at a fixed price however, the subsidiary had no obligation to take physical delivery of electricity purchased. For any unused electricity purchased, the subsidiary sold the unused electricity to the counterparty of the PSA at the prevailing spot price at the time of curtailment.

The PSA required an upfront prepayment and therefore, did not meet the definition of a derivative in accordance with ASC 815. Accordingly, the Group recognized the PSA as a financial asset at fair value through earnings.

An addendum to the PSA was signed on August 23, 2024 which allows for the purchase of electricity at spot price based on actual usage. The addendum resulted in the payment of a liquidation payment of $7,211,000 to exit positions previously entered into under the fixed quantity and price arrangements. As such, this liquidation fee is recognized as a realized loss on financial asset.

The addendum to the PSA does not meet the definition of a financial instrument, accordingly there isno corresponding financial asset recognized as at June 30, 2025.

During the years ended June 30, 2025, a realized loss of $4,215,000 (June 30, 2024: gain of $4,121,000) was incurred comprising of the liquidation payment of $7,211,000, 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 June 30, 2024.

Note 11. Other receivables

The components of other receivables were as follows:

(in USD thousands)June 30, 2025June 30, 2024
GST receivable$14,859$7,844
Demand response program receivable5,2121,128
Interest receivable6371,472
Government grant receivable-2,078
Share issuances proceeds receivable-16,563
Other receivables130129
Total other receivables$20,838$29,214

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Note 12. Property, plant and equipment, net

The components of property and equipment were as follows:

(in USD thousands)June 30, 2025June 30, 2024
Mining hardware$1,135,584$177,766
HPC Hardware76,00133,315
Buildings639,750215,542
Plant and equipment10,0024,856
Land13,0863,601
Leasehold improvements43—
Construction in progress237,734102,946
Property and equipment, gross2,112,200538,026
Less: Accumulated depreciation(181,246)(71,050)
Less: Impairment(385)(25,605)
Property and equipment, net$1,930,567$441,371

Depreciation and amortization expense related to property, plant and equipment was $181,115,000, $50,415,000, and $30,636,000 for the years ended June 30, 2025, 2024, and 2023, respectively.

Changes in estimates

During the year ended June 30, 2024, the Group announced an intention to renew its current Bitcoin mining fleet to improve both hashrate and efficiency. As such, the Group intended to replace older miners consisting of the S19j Pros with the newer Bitmain S21 Pros, which resulted in changes in the expected usage of the S19j Pros. The S19j Pros, which were previously intended to be used forfour years, were now expected to remain active until October 1, 2024. As a result, the expected useful life of the S19j Pros decreased, and their estimated residual value was equal to the secondary market price upon the expected selling date, which is estimated to be approximately $16,770,000.

Impairment

Impairment charges on property and equipment totaled $7,223,000 for the year ended June 30, 2025, primarily related to S19j Pro miners. The impairment was recorded as the estimated fair value of the assets was lower than their net carrying amount immediately prior to their initial classification as held for sale.

There wasno impairment recorded for the year ended June 30, 2024.

For the year ended June 30, 2023, adverse changes in business climate, including decreases in the price of Bitcoin and resulting decrease in the market price of miners, indicated that an impairment triggering event had occurred. Testing performed indicated the estimated fair value of the Group’s miners to be less than their net carrying value as of December 31, 2022, and an impairment charge of approximately $105,172,000 was recognized. The estimated fair value of the Group’s miners was classified in Level 2 of the fair value hierarchy due to the quoted market prices for similar assets.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

The components of the impairment were as follows:

Years ended June 30,
(in USD thousands) · 2025 · 2024 · 2023
Goodwill$-$-$603
Mining hardware7,223-25,700
Mining hardware – Non-Recourse SPVs--64,824
Mining hardware prepayments--11,301
Mining hardware prepayments – Non-Recourse SPVs--1,660
Development assets--1,084
Impairment of assets$7,223$-$105,172

Construction in progress

Development assets include costs related to the development of data center infrastructure at Childress, Texas and the Sweetwater 1 development project 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.

Exercise of Bitmain option

On January 2, 2025, the Group exercised its option to buy 48,030 Bitmain S21 Pro (11.2 EH/s) and 30,000 Bitmain S21 XP (8.1 EH/s) for a total price of $411,350,000. The majority of miners have been delivered as of June 30, 2025.

Miner upgrade agreement

On January 22, 2025, a subsidiary of the Group entered into agreements with Bitmain to upgrade part of its existing fleet with 9,025 S21 XP miners. The 9,025 S21 XP miners have a total hashrate of 2.4 EH/s. Following the completion of the agreements, the net additional cash outlay for the S21 XP miners was approximately $35,840,000. All of the S21 XP miners have all been delivered as of June 30, 2025.

Bitmain T21 mining hardware

During the year ended June 30, 2025, Bitmain replaced 1.8 EH/s of Bitmain T21 miners under its warranty obligations, with miners of the same model and specification at no additional cost to the subsidiary of the Group that owned the miners.

This replacement transaction qualifies as a non-monetary exchange under ASC Topic 845 Non monetary transactions (“ASC 845”), as no cash or financial instruments were involved in the exchange. The subsidiary did not receive a right to receive any fixed or determinable number of currency units, and the replacement was completed solely through the exchange of non-monetary assets. Consequently, the replacement units received have been included as an addition in the property, plant and equipment reconciliation at their fair value on recognition of $25,204,000. The units returned have been included as a disposal in the property plant and equipment reconciliation at their carrying amount on disposal of $24,284,000.

The difference between the carrying amount of the faulty miners returned and the fair value of the new miners received resulted in the recognition of a gain in the Consolidated Statements of Operations and Comprehensive Income (Loss). Accordingly, a gain of $920,000 has been recognized as a "Gain on warranty" as set out in the table below:

Years ended June 30,
(in USD thousands) · 2025 · 2024 · 2023
Gain on warranty$920$-$-
Gain (loss) on disposal of mining hardware3,08243(6,628)
Total gain (loss) on disposal of property and equipment$4,002$43$(6,628)

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Note 13. Assets held for sale

(in USD thousands) · S19j Pro miners held for sale · T21 miners held for sale · Total
Balance at 1 July 2024$—$—$—
Transfer from property, plant and equipment13,2789,94423,222
Mining hardware sold during the period(10,998)(9,944)(20,942)
Change in fair value of held for sale assets(2,160)—(2,160)
Foreign currency translation difference(120)—(120)
Held for sale amount at 30 June 2025$-$-$-

No depreciation is charged on assets classified as held for sale in line with the requirements of ASC Topic 360-10-45-9, Property, plant and equipment (“ASC 360”). The carrying value of assets transferred to held for sale is the lower of their carrying amount immediately before classification and their fair value less costs to sell.

No miners were classified as held for sale during the year ended June 30, 2024.

S19j Pro miners

During the year ended June 30, 2025, the Group classified approximately 54,080 S19j Pro miners 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. The total carrying value of the miners at the time of classification was approximately $13,278,000.

All of the S19j Pro miners classified as held for sale were sold during the year for total proceeds of approximately 10,998,000. As a result, the Group recognised a loss of $2,160,000 related to the change in fair value of the miners, which was recorded within ‘Increase (decrease) in fair value of assets held for sale’ on the Consolidated Statements of Operations and Comprehensive Income (Loss).

T21 miners

During the year ended June 30, 2025, approximately 4,150 T21 miners with a total carrying value of $9,944,000 were classified as held for sale in accordance with ASC 360-10-45-9. This classification was based on the miners no longer being in use and the high probability of sale. The T21 miners were subsequently sold during the year for total proceeds of $11,036,000, resulting in a gain on disposal of $1,092,000.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Note 14. Derivatives

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

(in USD thousands) · June 30, 2025 · June 30, 2024
DerivativeBalance Sheet LineAssetLiabilityAssetLiability
Derivatives not designated as hedging instruments:
Bitcoin purchase optionDerivative assets - Current$5,756$—$—$—
Capped call transactions - 2030 NotesDerivative assets - Non current46,400———
Capped call transactions - 2029 NotesDerivative assets - Non current75,700———
Total derivatives$127,856$—$—$—

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

(in USD thousands)Years ended June 30,
DerivativeStatement of Operations Line202520242023
Derivatives not designated as hedging instruments:
Bitcoin purchase optionUnrealized gain (loss) on financial instruments$3,918$—$—
Capped call transactions - 2030 NotesUnrealized gain (loss) on financial instruments3,500——
Capped call transactions - 2029 NotesUnrealized gain (loss) on financial instruments24,700——
Total gain (loss) on derivatives$32,118$—$—

Capped Call Transactions

2030 Capped Call Transactions

In conjunction with the offering of the 2030 Notes, the Group used $44,352,000 of the proceeds from the 2030 Notes to enter into the Capped Call Transactions with certain financial institutions (“2030 Capped Call Transactions”), of which, $1,452,000 related to transaction costs and was immediately expensed in ‘Other operating expenses’ within the Consolidated Statements of Operations and Comprehensive Income (Loss).

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 Notes and/or offset any cash payments the Group are required to make in excess of the principal amount of the 2030 Notes upon conversion of the 2030 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.

The 2030 Capped Call Transactions have an initial cap price of $25.86 per share, which represents a premium of 100% over the last reported sale price of the Ordinary shares of $12.93 per share on December 3, 2024 and is subject to certain adjustments under the terms of the 2030 Capped Call Transactions. Collectively, the 2030 Capped Call Transactions cover,

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

initially, the number of shares of the Ordinary shares underlying the 2030 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2030 Notes.

The 2030 Capped Call Transactions are a separate transaction entered into by the Group with the option counterparties to the 2030 Notes and are not part of the terms of the 2030 Notes and will not affect any holder’s rights under the 2030 Notes. Holders of the 2030 Notes will not have any rights with respect to the 2030 Capped Call Transactions.

The 2030 Capped Call Transactions are classified under ASC 815 as a non-current derivative asset and remeasured to fair value at the end of each reporting period, with changes in fair value booked into Consolidated Statements of Operations and Comprehensive Income (Loss), as the contract includes provisions that could require cash settlement.

2029 Capped Call Transactions

In conjunction with the offering of the 2029 Notes, the Group used $53,790,000 of the proceeds from the 2029 Notes to enter into the Capped Call Transactions ("2029 Capped Call Transactions") with certain financial institutions, of which, $2,790,000 related to transaction costs and was immediately expensed in ‘Other operating expenses’ within the Consolidated Statements of Operations and Comprehensive Income (Loss).

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 Notes and/or offset any cash payments we are required to make in excess of the principal amount of the 2029 Notes upon conversion of the 2029 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.

The 2029 Capped Call Transactions have an initial cap price of $20.98 per share, which represents a premium of 100% over the last reported sale price of the ordinary shares of $10.49 per share on June 10, 2025 and is subject to certain adjustments under the terms of the 2029 Capped Call Transactions. Collectively, the 2029 Capped Call Transactions cover, initially, the number of shares of the ordinary shares underlying the 2029 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2029 Notes.

The 2029 Capped Call Transactions are a separate transaction entered into by the Group with the option counterparties to the 2029 Notes and are not part of the terms of the 2029 Notes and will not affect any holder’s rights under the 2029 Notes. Holders of the 2029 Notes will not have any rights with respect to the 2029 Capped Call Transactions.

The 2029 Capped Call Transactions are classified as a non-current derivative asset and remeasured to fair value at the end of each reporting period, with changes in fair value booked into Consolidated Statements of Operations and Comprehensive Income (Loss), as the contract includes provisions that could require cash settlement.

The Group determined that the 2030 Capped Call Transactions and 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 June 30, 2025:

2030 Capped Call2029 Capped Call
Closing share price$14.57$14.57
Long strike price$16.81$13.64
Short strike price$25.86$20.98
Risk free interest rate3.72%3.69%
Dividend yieldnilnil
Expected volatility50%50%

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

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 Called Call2029 Capped CallTotal
Balance as at July 1, 2024 · $ · - · $ · - · $ · -
Fair value at issuance date42,90051,00093,900
Unrealized gain (loss) recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss)3,50024,70028,200
Balance as at June 30, 2025$46,400$75,700$122,100

Bitcoin purchase option

In June 2025, the Group entered into a supplemental agreement with Bitmain relating to outstanding payments under existing purchase option arrangements for mining hardware. Under the revised terms, the Group is required to pay a lower amount than the outstanding balance to fully settle the obligation, resulting in a gain of $9,093,000 recorded within ‘Gain on partial extinguishment of financial liabilities’ on the Consolidated Statements of Operations and Comprehensive Income (Loss) as of June 30, 2025. 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 asix-month purchase period commencing on the date of payment. The Group may exercise the option intwo equal tranches, with the right to purchase 50% of the Bitcoin at the end of each three-month interval during the purchase period.

In accordance with ASC 815, the Group evaluated the embedded feature to determine whether it should be separated from the host contract. The Group concluded that the Bitcoin purchase option meets the definition of an embedded derivative as it is not clearly and closely related to the host contract, the hybrid instrument is not measured at fair value through earnings, and the feature would meet the definition of a derivative if it were a freestanding instrument.

Accordingly, the embedded Bitcoin purchase option was bifurcated from the host contract and is accounted for separately as a derivative financial instrument. It is initially and subsequently measured at fair value, with changes in fair value and any settlements recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Upon initial recognition, $1,838,000 of the fair value was allocated to mining hardware prepayments and $4,867,000 was recognized as a day-one fair value gain recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). As of June 30, 2025, remeasurement of the Bitcoin purchase option resulted in a fair value loss of $948,000. As a result, the cumulative gain recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) to date is $3,918,000.

The following tables show the valuation techniques used in measuring Level 2 fair values for the Bitmain purchase optionin the Consolidated Balance Sheets, as well as the significant unobservable inputs used as at June 30, 2025:

Fair Value Hierarchy LevelAsset DescriptionValuation TechniqueSignificant Input
Level 2Bitcoin purchase optionMonte Carlo simulation option pricing model and Black-Scholes option pricing modelStrike Bitcoin price, spot Bitcoin price, risk free rate, volatility

Note 15. Fair value measurement

Assets and liabilities that are measured in the 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:

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

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 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 Contract128,500-128,500-
Total financial assets$211,617$-$211,617$-
Derivative assets
2030 Capped Call Transactions$46,400$-$-$46,400
2029 Capped Call Transactions75,700--75,700
Bitcoin purchase option5,756-5,756-
Total derivative assets$127,856$-$5,756$122,100
Fair value measured as of June 30, 2024
(in USD thousands) · Total carrying value · Quoted prices in active markets (Level 1) · Significant other observable inputs (Level 2) · Significant unobservable inputs (Level 3)
Electricity financial asset$6,530$-$6,530$-

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 Consolidated Balance Sheets as of June 30, 2025. As at June 30, 2024, there wereno such financial instruments.

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 Notes$427,837$483,089$-$-
2029 Notes534,928712,844--
Total financial liabilities at amortized cost$962,765$1,195,933$-$-

There were no transfers between Level 1, 2 or 3 during the years ended June 30, 2025 and 2024.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Refer to Note 10. Financial assets and Note 14. Derivatives for the significant fair value assumptions and activities of the financial instruments measured and recorded at fair value on a recurring basis.

Note 16. Accounts payable and accrued expenses

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

(in USD thousands)June 30, 2025June 30, 2024
Accounts payable$81,747$27,345
Accrued expenses42,3684,407
Loss contingencies20,00013,375
Other payables—367
Total accounts payable and accrued expenses$144,115$45,494

Accounts payable and accrued expenses include approximately $79,727,000 for the purchase of mining hardware from Bitmain outstanding as at June 30, 2025.

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”), has 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 has been recorded as a loss contingency in the Group’s consolidated financial statements as of June 30, 2025.

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 June 30, 2025, the total amount of GST under dispute related to the services supplied to the Australian parent entity is approximately $20.7 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 June 30, 2025. Accordingly, the Group has not recorded a loss contingency as at June 30, 2025 in respect of this matter (June 30, 2024: $12,202,000 - subsequently reversed during the ending June 30, 2025).

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Note 17. Leases

As of June 30, 2025 the Group had operating leases primarily for office space and land. Specifically, the Group’s operating leases included a 5-year lease of a rental yard used for storage in Prince George, B.C., Canada, a 3-year lease and a 5-year lease of corporate offices in Sydney, Australia and a 5-year corporate office lease in Vancouver, B.C., Canada.

The following table shows the right-of-use assets and lease liabilities as of June 30, 2025 and June 30, 2024:

(in USD thousands)June 30, 2025June 30, 2024
Right-of-use assets:
Operating leases$1,463$1,336
Total right-of-use assets$1,463$1,336
Lease liabilities:
Operating leases - Current$404$289
Operating leases - Non current1,0631,032
Total lease liabilities$1,467$1,321

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

Years ended June 30,
(in USD thousands)202520242023
Operating lease cost$543$303$296
Short-term lease expense317207162
Total lease expense$860$510$458

The following table presents supplemental lease information:

Years ended June 30,
(in USD thousands)202520242023
Operating cash outflows – operating leases$545$309$300
Years ended June 30,
202520242023
Weighted-average remaining lease term – operating leases4.0321.5322.08
Weighted-average discount rate – operating leases6.4%10.0%10.5%

The weighted-average remaining lease term - operating leases decreased from 21.53 years as at the year ended June 30, 2024 to 4.03 years as at the year ended June 30, 2025 due to the purchases of land leased in Prince George, B.C., Canada.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

The following table presents the Company’s future minimum operating lease payments as of June 30, 2025:

(in USD thousands)OperatingLeases
2026$450
2027437
2028402
2029415
203079
Thereafter—
Total undiscounted lease payments$1,783
Less present value discount(316)
Present value of operating lease liabilities$1,467

Note 18. Convertible notes payable

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

2030 Notes2029 NotesTotal
Balance as at 1 July 2024$—$—$—
Initial recognition440,000550,000990,000
Capital raising costs(13,420)(15,215)(28,635)
Interest expenses9,4011,05210,453
Coupon interest payable(8,144)(909)(9,053)
Balance as at 30 June 2025$427,837$534,928$962,765

The Company accounts for all of its notes payable in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470”), ASC 815, and ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company evaluated all of its notes payable to determine if there were any embedded components that qualified as derivatives to be separately accounted for.

2030 Convertible Senior Notes

In connection with the offering of the 2030 Notes, the Group has identified a single embedded derivative related to the conversion option and redemption right, which was combined with the debt host as a single instrument. Additionally, the Group separately entered into Capped Call Transactions and a Prepaid Forward Contract with a financial institution. The net proceeds from the sale of the 2030 Notes were approximately $311,646,000 after deducting offering and issuance costs related to the 2030 Notes, the Capped Call Transactions costs and the Prepaid Forward Contract costs.

The 2030 Notes were issued pursuant to an indenture, dated December 6, 2024, between the Group and U.S. Bank Trust Company, National Association, as trustee. The Group pays interest on the 2030 Notes semi-annually in arrears at a rate of 3.25% per annum on June 15 and December 15 each year. The 2030 Notes will mature on June 15, 2030, unless earlier purchased, redeemed or converted. The 2030 Notes are convertible based upon an initial conversion rate of 59.4919 shares of the Group’s ordinary shares per $1,000 principal amount of 2030 Notes (equivalent to a conversion price of approximately $16.81 per share of the Group’s ordinary shares). The conversion rate and conversion price will be subject to customary adjustment upon the occurrence of certain specified events. The Group will settle any conversions of the 2030 Notes in cash, ordinary shares or a combination thereof, with the form of consideration determined at the Group’s election.

Holders may convert all or a portion of their 2030 Notes only under the following circumstances: (1) During any calendar quarter commencing after the calendar quarter ending on March 31, 2025, if the last reported sale price per the Group’s ordinary share, no par value, exceeds 130% of the conversion price for each of at least 20 trading days during the 30

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during thefive consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per ordinary share on such trading day and the conversion rate on such trading day; (3) upon the occurrence of specified corporate events; (4) If the Group call such notes for redemption; or (5) at any time from, and including, March 15, 2030 until the close of business on the second scheduled trading day immediately before the maturity date. Holders of 2030 Notes who convert their 2030 Notes in connection with a notice of a redemption or a make-whole fundamental change may be entitled to a premium in the form of an increase in the conversion rate of the 2030 Notes.

The Group may not redeem the 2030 Notes prior to December 20, 2027. On or after December 20, 2027, the Group may redeem for cash all or part of the 2030 Notes if the last reported sale price of the Group’s ordinary shares equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at leastone of thefive trading days immediately preceding the date on which the Group provides notice of redemption, during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which the Group provides notice of the redemption. The redemption price will be 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any.

The Group determined that the 2030 Notes contained a single combined embedded derivative for the convertible option (holder's option to exchange the notes for a variable number of the Group's ordinary shares) and redemption right (Group's ability to redeem the notes at their discretion). The Group determined that these embedded features should not be separated from its host contract and accordingly, are accounted for as part of the debt host. The fair value of the debt host, net of unamortized debt issuance costs, is accreted at an effective interest rate of 3.87% over the term of the instrument and will be accreted up to the principal amount at maturity. During the years ended June 30, 2025 and 2024, the Group amortized total debt issuance costs and debt discount of $1,257,000 andnil, respectively, which was recorded as interest expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).

2029 Convertible Senior Notes

In connection with the offering of the 2029 Notes, the Group has identified a single embedded derivative related to the conversion option and redemption right, which was combined with the debt host as a single instrument. Additionally, the Group has separately entered into Capped Call Transactions and a Prepaid Forward Contract with a financial institution. The net proceeds from the sale of the 2029 Notes were approximately $392,393,000 after deducting offering and issuance costs related to the 2029 Notes, the Capped Call Transactions costs and the Prepaid Forward Contract costs.

The 2029 Notes were issued pursuant to an indenture, dated June 13, 2025, between the Group and U.S. Bank Trust Company, National Association, as trustee. The Group pays interest on the 2029 Notes semiannually in arrears at a rate of 3.5% per annum on June 15 and December 15 each year (commencing December 15 2025). The 2029 Notes will mature on December 15, 2029, unless earlier purchased, redeemed or converted. The 2029 Notes are convertible based upon an initial conversion rate of 73.3299 shares of the Group’s ordinary shares per $1,000 principal amount of 2029 Notes (equivalent to a conversion price of approximately $13.64 per share of the Group’s ordinary shares). The conversion rate and conversion price will be subject to customary adjustment upon the occurrence of certain specified events. The Group will settle any conversions of the 2029 Notes in cash, ordinary shares or a combination thereof, with the form of consideration determined at the Group’s election.

Holders may convert all or a portion of their 2029 Notes only under the following circumstances: (1) During any calendar quarter commencing after the calendar quarter ending on September 30, 2025, if the last reported sale price per the Group’s ordinary share, no par value, exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during thefive consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per ordinary share on such trading day and the conversion rate on such trading day; (3) upon the occurrence of specified corporate events; (4) If the Group call such notes for redemption; or (5) at any time from, and including, September 17, 2029 until the close of business on the second scheduled trading day immediately before the maturity date.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Holders of 2029 Notes who convert their 2029 Notes in connection with a notice of a redemption or a make-whole fundamental change may be entitled to a premium in the form of an increase in the conversion rate of the 2029 Notes.

The Group may not redeem the 2029 Notes prior to June 20, 2028. On or after June 20, 2028, the Group may redeem for cash all or part of the 2029 Notes if the last reported sale price of the Group’s ordinary shares equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at leastone of thefive trading days immediately preceding the date on which the Group provides notice of redemption, during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which the Group provides notice of the redemption. The redemption price will be 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest, if any.

The Group determined that the convertible note contained a single combined embedded derivative for the convertible option (holder's option to exchange the notes for a variable number of the Group's ordinary shares) and redemption right (Group's ability to redeem the notes at their discretion). The Group determined that these embedded features should not be separated from its host contract and accordingly, are accounted for as part of the debt host. The fair value of the debt host, net of unamortized debt issuance costs, is accreted at an effective interest rate of 4.22% over the term of the instrument and will be accreted up to the principal amount at maturity. During the years ended June 30, 2025 and 2024, the Group amortized total debt issuance costs and debt discount of $143,000 andnil, respectively, which was recorded as interest expense in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Note 19. Stockholders’ equity

The Company’s certificate of incorporation, as amended, authorized 999,999,999 shares of Ordinary shares, no par value.

At-the-Market facility

On January 21, 2025, the Company filed a post-effective amendment terminating the offering to the existing registration statement relating to the then existing ATM. As of the date of such termination,133,471,339 ordinary shares had been issued under the ATM, raising total gross proceeds of approximately $993,294,000.

Additionally, the Company filed a new registration statement, including an accompanying ATM prospectus supplement and a new ATM Facility relating to the offer and sale of $1,000,000,000 additional ordinary shares, which was filed on January 21 2025. As at June 30, 2025, the Company has issued 43,666,630 ordinary shares under this new ATM raising total gross proceeds of approximately $381,587,000.

Committed Equity Facility

On September 23, 2022 IREN Limited entered into a share purchase agreement with B. Riley Principal Capital II, LLC (“B. Riley”) to establish a committed equity facility (“ELOC”), pursuant to which IREN Limited may, at its option, sell up to $100,000,000 of ordinary shares to B. Riley over atwo-year period. A resale registration statement relating to shares sold to B. Riley under the ELOC was declared effective by the SEC on January 26, 2023. During the year ended 30 June 2024,12,887,814 shares were issued under the facility raising gross proceeds of $51,417,000. On February 15, 2024, IREN Limited terminated the Purchase Agreement and the Registration Rights Agreement and on February 16, 2024, IREN Limited filed a post-effective amendment to the registration statement on Form F-1 related to this offering, which deregistered all remaining shares on such registration statement, terminating the offering.

Loan-funded shares

As at June 30, 2025 and June 30, 2024, there were 842,291 and 1,496,768 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. The total number of ordinary shares outstanding (including the loan funded shares) is 258,103,209 and 187,864,454 as at June 30, 2025 and June 30, 2024.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

B Class Shares

On or around August 18, 2021, the shareholders of the Company approved the issue ofone B Class share each (for consideration of A$1.00 per B Class share) to entities controlled by Daniel Roberts and William Roberts, respectively. The B Class shares were formally issued on October 7, 2021. Each B Class share confers on the holder fifteen votes for each ordinary share in the Company held by the holder. In addition, a B Class share confers a right for the holder to nominate a director to put forward for election to the Board. Because of the increased voting power of the B Class shares, the holders of the B Class shares collectively could continue to control a significant percentage of the combined voting power of the Company's shares and therefore may be able to control all matters submitted to the Company’s shareholders for approval until the redemption of the B Class shares by the Company on the earlier of (i) when the holder ceases to be a director due to voluntary retirement; (ii) a transfer of B Class shares in breach of the Constitution; (iii) liquidation or winding up of the Company; or (iv) at any time which is 12 years after the Company’s ordinary shares are first listed on a recognized stock exchange. Aside from these governance rights, the B Class shares do not provide the holder with any economic rights (e.g. the B Class shares do not confer on its holder any right to receive dividends). The Class shares are not transferable by the holder (except in limited circumstances to affiliates of the holder).

Dividends

No dividends were declared during the years ended June 30, 2025, 2024 and 2023.

Note 20. Stock-based compensation

The Group has entered into a number of stock-based compensation arrangements. Details of these arrangements, which are considered as options for accounting purposes, are described below:

Employee Share Plans

The Group’s Employee Share Plans are loan-funded share schemes. These loan-funded shares generally vest subject to satisfying employment service periods (and in some cases, non-market-based performance milestones). The employment service periods are generally met inthree equal tranches on the third, fourth and fifth anniversary of the grant date. Under this scheme, the Company issues a limited recourse loan (that has a maximum term of up to 9 years and 11 months) to employees for the sole purpose of acquiring shares in the Company. Upon disposal of any loan-funded shares by employees, the aggregate purchase price for the shares shall be applied by the Company to pay down the outstanding loan payable.

The recourse on the loan is limited to the lower of the initial amount of the loan granted to the employee and the proceeds from the sale of the underlying shares. Employees are entitled to exercise the voting and dividend rights attached to the shares from the date of allocation. If the employee leaves the Company within the vesting period, the shares may be bought back by the Company at the original issue price and the loan is repaid. Loan-funded shares have been treated as options as required under ASC 718. Vesting of instruments granted under the Employee Share Plans are dependent on specific service thresholds being met by the employee.

2021 Executive Director Liquidity and Price Target Options

On January 20, 2021, the Board approved the grant of 1,000,000 options each to entities controlled by Daniel Roberts and William Roberts (each an Executive Director) to acquire ordinary shares at an exercise price of $3.266 (A$5.005) with an expiration date of December 20, 2025. All ‘Executive Director Liquidity and Price Target Options’ vested on completion of the IPO on 17 November 2021.

Employee Option Plan

The Board approved an Employee Option Plan on July 28, 2021. The terms of the Employee Option Plan are substantially similar to the Employee Share Plan, with the main difference being that the incentives are issued in the form of options and loans are not provided to participants. If the employee leaves the Company within the vesting period of the options granted, the Board retains the absolute discretion to cancel any unvested options held by the employee. Vesting of options granted under the Employee Option Plan is generally dependent on specific service thresholds being met by the employee.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Non-Executive Director Option Plan

The Board approved a Non-Executive Director Option Plan ("NED Option Plan") on July 28, 2021. The terms of the NED Option Plan are substantially similar to the Employee Option Plan. Vesting of instruments granted under the NED Option Plan is dependent on specific service thresholds being met by the Non-Executive Director. Where an option holder ceases to be a Director of the Company within the vesting period, the options granted to that Director will vest on a pro-rata basis of the associated service period. The Board retains the absolute discretion to cancel any remaining unvested options held by the option holder.

$75 Exercise Price Options

On August 18, 2021, the Group’s shareholders approved the grant of 2,400,000 long-term options each to entities controlled by Daniel Roberts and William Roberts to acquire ordinary shares at an exercise price of $75 per option ("$75 Exercise Price Options"). These options were granted on September 14, 2021, and have a contractual exercise period of 12 years.

The options are subject to customary adjustments to reflect any reorganization of the Company’s capital, as well as adjustments to vesting thresholds including any future issuance of ordinary shares by the Company.

The $75 Exercise Price Options will vest infour tranches following listing of the Company, if the relevant ordinary share price is equal to or exceeds the corresponding vesting threshold and the relevant executive director has not voluntarily resigned as a director of the Company. The initial vesting thresholds are detailed below based on a fully diluted share count as of the grant date of 43,345,056 ordinary shares:

If the VWAP of an ordinary share over the immediately preceding 20 trading days is equal to or exceeds $370:600,000 Long-term Target Options will vest

If the VWAP of an ordinary share over the immediately preceding 20 trading days is equal to or exceeds $650:600,000 Long-term Target Options will vest

If the VWAP of an ordinary share over the immediately preceding 20 trading days is equal to or exceeds $925:600,000 Long-term Target Options will vest

If the VWAP of an ordinary share over the immediately preceding 20 trading days is equal to or exceeds $1,850:600,000 Long-term Target Options will vest

The VWAP vesting thresholds may also be triggered by a sale or takeover of the Company based upon the price per ordinary share received in such transaction. The option holder is entitled to receive in its capacity as a holder of the options, a distribution paid by the Company per ordinary share as if the vested options were exercised and ordinary shares issued to the option holder at the relevant time of such distribution.

2022 Long-Term Incentive Plan Restricted Stock Units ("2022 LTIP")

In June 2022, the Board approved a new long term incentive plan under which participating employees generally have been granted RSUs intwo equal tranches after three andfour years of continued service, including a portion the vesting of which is also subject to the achievement of specified performance goals over this time period. RSUs issued under the new long term incentive plan are subject to other terms and conditions contained in the plan.

Under the terms of the plan, the Board maintains sole discretion over the administration, eligibility and vesting criteria of instruments issued under the 2022 LTIP.

2023 Long-Term Incentive Plan Restricted Stock Units ("2023 LTIP")

In June 2023, the Board approved a revised long term incentive plan under which participating employees have been granted RSUs inthree tranches, the firsttwo tranches being time-based vesting conditions and the third tranche being performance-based vesting conditions. RSUs issued under the revised long term incentive plan are subject to other terms and conditions contained in the plan.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Under the terms of the plan, the Board maintains sole discretion over the administration, eligibility and vesting criteria of instruments issued under the 2023 LTIP.

The Group’s stock-based compensation expense recognized during the years ended June 30, 2025, 2024, and 2023 is included in selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (loss) as follows:

(in USD thousands)Years ended June 30,
2025 · 2024 · 2023
Stock options$12,431$12,885$12,331
Service-based RSUs28,2239,4001,633
Performance-based RSUs1,9881,351392
Total stock-based compensation$42,642$23,636$14,356

June 30, 2023 - Stock-based Compensation Activity

During the year ended June 30, 2023, the following grants were made under the 2022 LTIP:

1,594,215 RSUs to certain employees and key management personnel (‘KMP’) of the Group were issued RSUs of which 50% of each individual’s RSU grant will vest after 3.25 years and the remaining 50% will vest after 4.25 years, subject to the following criteria which is tested at the end of each respective vesting period:

80% vesting based on continued service with the Group over the vesting period; and

20% vesting based on total shareholder return (‘TSR’) against a peer group of Nasdaq listed entities (and continued service over the vesting period).

305,630 RSUs to the nominated entity of each of Daniel Roberts and William Roberts which are subject to a sole vesting condition and will immediately vest when the daily closing share price of the of the ordinary shares of Company exceeds $28 for 10 trading days out of any 15 consecutive full trading day period following the grant date (these RSUs were subsequently modified in May 2025. Refer to “Modification of RSUs” below).

Daniel Roberts and William Roberts also received a Co-Founder and Co-Chief Executive Officer grant of 713,166 to each of the nominated entity, which have time-based vesting conditions and will vest, inthree equal tranches on July 1, 2024, July 1, 2025 and July 1, 2026.

108,559 RSUs to certain Non-Executive Directors. These RSUs vested within 10 days of the release of the consolidated Group financial statements for the year ended June 30, 2023.

During the years ended June 30, 2025 and 2024, there wereno grants made under the 2022 LTIP.

June 30, 2024 - Stock-Based Compensation Activity

During the year ended June 30, 2024, the following grants were made under the 2023 LTIP:

3,194,491 RSUs to certain employees of the Group were issued RSUs of which:

809,883 RSUs are subject to time-based vesting conditions and will vest afterone year;

809,883 RSUs are subject to time-based vesting conditions and will vest aftertwo years;

1,574,725 RSUs are subject to market vesting conditions and will vest after three years based on total shareholder return measured against the Nasdaq Small Cap Index ("NQUSS") (and continued service over the vesting period).

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

120,303 RSUs to certain Non-Executive Directors. These RSUs vested in September 2024.

June 30, 2025 - Stock-Based Compensation Activity

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 graded basis over the awards’ service-based vesting tranches.

The following table presents a summary of activity for the RSUs with service conditions under all plans during the year ended June 30, 2025:

(in USD thousands, except share and per share amounts)Number ofunitsWeighted averagegrant-datefair valueAggregateintrinsic value
Unvested as of June 30, 20244,210,400$3.95$47,535
Granted10,001,0889.70
Modified2,579,4484.37
Forfeited(45,716)6.51
Exercised(1,177,953)4.22
Unvested as of June 30, 202515,567,267$7.68$226,815

The Group had approximately $102,085,000 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 1.37 years.

Restricted stock units with market conditions

Stock-based compensation expense related to share-settled RSUs with market conditions is based on the Monte Carlo valuation method, which utilizes multiple input variables to determine the probability of the Company 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 year ended June 30, 2025:

(in USD thousands, except share and per share amounts)Number ofunitsWeighted averagegrant-datefair valueAggregateintrinsic value
Unvested as of June 30, 20242,402,247$2.31$27,121
Granted6,373,4186.93
Modified(2,579,448)6.61
Forfeited(37,650)3.98
Exercised——
Unvested as of June 30, 20256,158,567$5.28$89,730

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

During the year ended June 30, 2025, the Group issued the following RSUs with market conditions:

342,945 RSUs which are scheduled to vest after three years based on total shareholder return measured against the NQUSS (and continued service over the vesting period).

1,968,188 RSUs which are scheduled to vest in tranches based on various share price hurdles ranging from $20-$50. These RSUs were subsequently modified, refer to “Modification of RSUs”.

4,064,724 RSUs which are scheduled to vest in equal tranches based on various share price hurdles ranging from $20-$50.

The Group had approximately $28,846,000 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 4.36 years.

Modification of RSUs

In May 2025, the Board approved to modify a total of 2,579,448 market based RSUs previously granted totwo participants under the 2022 LTIP and 2023 LTIP. The modification removed the market-based condition, replacing it with service-based conditions which are scheduled to vest intwo equal tranches on 18 November 2025 and 18 May 2026. The modification resulted in a total incremental compensation cost of $11,300,000, which will be recognized over the modified vesting period. In addition, the remaining unrecognized compensation cost of $12,200,000 related to the original RSUs will also be recognized over the modified vesting period.

As of June 30, 2025, the Group had an aggregate of 9,870,552 shares of Ordinary shares reserved for future issuance under the 2023 LTIP.

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 sharesWeighted average exercise price (per share)Aggregateintrinsic valueWeighted average remaining contractual life (in years)
Outstanding as of June 30, 20248,484,011$43.97$25,2446.56
Granted——
Forfeited or canceled(13,299)1.53
Exercised(592,158)1.54
Outstanding as of June 30, 20257,878,554$47.07$34,6485.80
Vested and exercisable as of June 30, 20252,972,027$3.17$34,0721.82

The Group had approximately $61,644,000 of total unrecognized compensation expense related to unvested stock options as of June 30, 2025, which is expected to be recognized over a weighted-average remaining vesting period of approximately 5.13 years.

No options were granted during the years ended June 30, 2025 and 2023. The weighted average grant-date fair value of stock options was $10.60 per option for the year ended June 30, 2024.

As of June 30, 2025 there were 4,906,527 unvested options.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

Valuation methodology

The fair value of instruments issued under the Employee Share Plans have been measured using a Black-Scholes-Merton valuation model. The fair value of the Executive Director Liquidity and Price Target Options, and Long-Term Incentive Plan RSUs have been measured using a Monte-Carlo simulation. Service and non-market performance conditions attached to the arrangements were not taken into account when measuring fair value.

The following table lists the weighted average (where applicable) inputs used in measuring the fair value, as at the grant date (based on Australian Eastern Standard Time), for arrangements granted during the years ended June 30, 2025, 2024, and 2023:

Grant dateDividend yieldExpectedvolatilityRisk-freeinterest rateExpected lifeGrant dateshare priceExercise priceFair valueNumber ofoptions/RSUs granted
% · % · % · years · US$ · US$ · US$
Long Term Incentive Plan
Service RSUs---2.763.34-3.342,810,261
Market RSUs-120%3.44%11.143.63-2.17930,105
Service RSUs---1.994.70-4.701,740,069
Market RSUs-100%4.38%3.004.67-2.411,574,725
Service RSUs---1.999.70-9.7010,001,088
Market RSUs-66%4.14%4.9210.86-6.936,373,418
Market RSUs (at modification date)-75%4.12%4.498.41-4.14(2,579,448)
Service RSU (post modification)---0.758.41-4.372,579,448

Note 21. Net income (loss) per share of Ordinary shares

Basic and diluted net income (loss) per share of Ordinary shares is computed in accordance to Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Net income (loss) per share of Ordinary shares.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

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:

Years ended June 30,
2025 · 2024 · 2023
Stock options4,381,7878,906,8408,906,839
Restricted stock units15,508,8966,616,3423,623,867
Convertible notes6,454,464——
Total26,345,14715,523,18212,530,706

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

(in USD thousands. except share and per share amounts)Years ended June 30,
2025 · 2024 · 2023
Numerator:
Net income (loss)$86,941$(28,920)$(171,827)
Numerator for diluted net income (loss) per share of Ordinary shares$86,941$(28,920)$(171,827)
Denominator:
Basic weighted-average shares used in computing net income (loss) per share of Ordinary shares214,586,76799,640,92054,775,771
Effects of dilutive securities:
Options2,054,372——
Restricted stock units6,604,512——
Dilutive potential Ordinary shares8,658,884——
Diluted weighted-average shares used in computing net income (loss) per share of Ordinary shares223,245,65199,640,92054,775,771
Basic net income (loss) per share of Ordinary shares$0.41$(0.29)$(3.14)
Diluted net income (loss) per share of Ordinary shares$0.39$(0.29)$(3.14)

Note 22. Income taxes

For financial reporting purposes, income (loss) before income taxes includes the following components:

(in USD thousands)Years ended June 30,
2025 · 2024 · 2023
Australia$70,955$(31,133)$(101,759)
Foreign22,5465,666(67,679)
Total$93,501$(25,467)$(169,437)

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

The components of the provision (benefit) for income taxes consists of:

(in USD thousands)Years ended June 30,
2025 · 2024 · 2023
Current
Australian Federal$—$—$(959)
Australian State———
Foreign1,6651,74332
Total current1,6651,743(927)
Deferred
Australian Federal——1,816
Australian State———
Foreign4,8951,7101,501
Total deferred4,8951,7103,317
Total income tax provision (benefit)$6,560$3,453$2,390

A reconciliation of the Australian Corporate statutory income tax rates to the Group’s effective tax rate and summary of significant components of income tax expense is as follows:

(in USD thousands, and in percentages)Years ended June 30,
2025 · 2024 · 2023
Tax (benefit)/provision computed at the Australian Corporate statutory rate$28,05030.0%$(7,640)30.0%$(50,831)30.0%
State taxes, net of federal tax benefit——————
Share based Compensation12,60313.56,422(25.2)3,913(2.3)
Increase/(Decrease) in non-deductible expenses(3,196)(3.4)1,664(6.5)1,186(0.7)
Foreign currency differences related to accounting and tax functional currencies1,8932.0————
Foreign tax rate differential(1,700)(1.8)(436)1.71,979(1.2)
Non-recoverable foreign withholding tax1,2251.3308(1.2)——
Changes in valuation allowances(37,791)(40.4)2,615(10.3)28,224(16.7)
Changes in unrecognized tax benefits1,4531.6————
Deconsolidation Adjustment for SPV's————18,362(10.8)
Other permanent differences3,9184.2————
Other1030.1519(2.0)(443)0.3
Total tax expense/(benefit) and Effective tax rate$6,5607.0%$3,453(13.6)%$2,390(1.4)%

The effective income tax rate for the year ended June 30, 2025 was 7.0% compared to (13.6)% for 2024. The movement in effective income tax rate was primarily due to increased profit from operations and increased non-deductible Share Based Compensation costs in Australia and Canada.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

The following table summarizes the components of deferred tax assets and deferred tax liabilities:

June 30, 2025June 30, 2024
Deferred tax assets
Tax losses$146,929$41,467
Unrealized foreign exchange losses475736
Capital raising costs10,3268,616
Loss Contingencies6,000—
Unrealized Capital Losses29,30229,909
Other3,8463,879
Total deferred tax assets196,87984,607
Valuation allowance(25,281)(58,582)
Net deferred tax assets171,59826,025
Deferred tax liabilities
Property, plant and equipment(142,893)(24,536)
Unrealized foreign exchange gains(5,511)(2,784)
Employee Benefits—(116)
Convertible Notes(3,704)—
Financial Assets(21,068)—
Other(6,394)(1,714)
Total deferred tax liabilities(179,570)(29,150)
Total net deferred tax liability$(7,971)$(3,125)

The amount included in valuation allowance as at June 30, 2025 includes an amount of$25,281,000 for Deferred Tax Assets evaluated as not meeting the 'more-likely-than-not' realizability standard. The Group recorded a valuation allowance of$25,281,000 and$58,582,000 for the periods ending June 30, 2025 and 2024, representing a$33,301,000 decrease for the period ended June 30, 2025.

A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the tax years ended June 30, 2025, 2024 and 2023 is as follows:

(in USD thousands)Years ended June 30,
2025 · 2024 · 2023
Balance, beginning of year$—$—$—
Increase/(Decrease) related to prior year tax positions214——
Increase related to current year tax positions1,239——
Balance, end of year$1,453$—$—

As of June 30, 2025, the total amount of unrecognized tax benefits was $1,453,000. If the unrecognized tax benefits were recognized as of June 30, 2025, there would be a 1,453,000 favorable impact that would affect the effective rate.

The Group files tax returns on a timely manner as prescribed by the tax laws of the jurisdictions in which it operates on a fiscal year ending 30 June. Other than matters noted elsewhere in the financial statements, the Group is not currently subject to any revenue authority tax audits.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

As at June 30, 2025 the Group had carried forward tax losses as follows:

(in local currency thousands)
Jurisdiction - CurrencyRevenueLossesCapital LossesExpiry/Limitation
Australia - AUD$40,491$—No expiry or limitation
USA - USD538,284—No expiry but deduction limited to 80% of Taxable Income in any given tax year
Canada - CAD$137,861$2,224Revenue Losses - carry forward up to 20 years and will commence expiry in 2040Capital Losses carry back three years and forward indefinitely to offset capital gain

Note 23. Commitments and contingencies

Commitments

As at June 30, 2025 and 2024, the Group had commitments of$368,805,000 and 194,641,000, respectively, which are payable within the year ended 30 June 2026. These commitments include committed capital expenditure on infrastructure related to site development.

The committed amounts are payable as set out below:

(in USD thousands)June 30, 2025June 30, 2024
Mining hardware commitments
Amounts payable within 12 months of balance date:$—$116,982
Amounts payable after 12 months of balance date:——
Other commitments
Amounts payable within 12 months of balance date:$368,805$77,659
Amounts payable after 12 months of balance date:——
Total commitments$368,805$194,641

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 deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or 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 Consolidated Balance Sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then the Group discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Group as incurred and included in the

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

accompanying 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

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 intends to contest 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 June 30, 2025. Based on the preliminary nature of this proceeding, the Group cannot reasonably predict the outcome of this matters at this time.

Note 24. Subsequent events

The Group has completed an evaluation of all subsequent events after the balance sheet date up to the date that the 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 requires disclosure.

ATM Facility

Subsequent to June 30, 2025, the Company issued a further 13,875,972 shares of Ordinary shares for total gross proceeds of approximately $253,491,004.

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”), has 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 has been recorded as a loss contingency in the Group’s consolidated financial statements as of June 30, 2025.

Hardware purchase and equipment financing agreements

On July 3, 2025, the Group entered into an agreement to purchase approximately 1,300 NVIDIA B200 GPUs and 1,200 NVIDIA B300 GPUs with ancillary equipment for a total purchase price of approximately $123,600,000.

On August 23, 2025, the Group entered into an arrangement pursuant to which the Group secured financing for 100% of the purchase price for 1,000 NVIDIA B200 and 1,200 NVIDIA B300 GPUs (of the aforementioned GPUs and certain ancillary equipment). The financing is structured as a 36-month lease with fixed monthly lease payments of $2,800,000 following delivery (aggregate of $100,200,000). The lease incorporates a purchase option at the sole discretion of the Group, which allows for the acquisition of the GPUs upon maturity of the 36-month lease term at the lower of its prevailing fair market value and 18% of the initial purchase cost of $101,800,000. The Company has also provided a parent guarantee with respect to all payment obligations.

IREN Limited

Notes to the consolidated financial statements

For the years ended June 30, 2025, 2024, and 2023

On August 23, 2025, the Group also entered into agreements to acquire 4,200 NVIDIA B200 GPUs for a total purchase price of approximately $192,900,000.

On August 28, 2025, the Group also entered into agreements to acquire 1,200 NVIDIA B300 GPUs for a total purchase price of approximately $71,400,000, and 1,200 NVIDIA GB300’s, for a total purchase price of approximately $96,200,000 in each case with ancillary equipment. The Group secured financing for 100% of the purchase price of the 1,200 NVIDIA GB300 GPUs. The financing is structured as a 24-month lease with fixed monthly lease payments of $4,400,000 following delivery (aggregate of $106,400,000). The lease incorporates a purchase option at the sole discretion of the Group, which allows for the acquisition of the GPUs upon maturity of the 24-month lease term at $1. In connection with both the 1,200 NVIDIA B300 GPU purchase and the financing for the 1,200 NVIDIA GB300 purchase, the Company has also provided a parent guarantee with respect to all payment obligations.

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