Skip to main content

IREN Ltd

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

View on SEC.gov

About this filing

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$19.73-7.8%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Item 15. Exhibits and Financial Statement Schedules

Exhibit No.Exhibit
3.1*Constitution of the Registrant (incorporated herein by reference to Exhibit 99.1 to the Company’s Report on Form 6-K filed with the SEC on November 29, 2024).
3.2*Certificate of Registration on Change of Name and Conversion to a Public Company dated October 7, 2021 (incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form F-1 (File No. 333-260488) filed with the SEC on October 25, 2021).
4.1Description of Securities registered under Section 12 of the Exchange Act.
4.5*Indenture, dated as of June 13, 2025, between IREN Limited and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Report on Form 6-K filed with the SEC on June 13, 2025).
10.1#Amended and Restated At Market Issuance Sales Agreement, dated as of August 28, 2025, between IREN Limited and B. Riley Securities, Inc., Canaccord Genuity LLC, Cantor Fitzgerald & Co., Citigroup Global Markets Inc., Compass Point Research & Trading, LLC, J.P. Morgan Securities LLC, Macquarie Capital (USA) Inc. and Roth Capital Partners, LLC.
10.2*#§Future Sales and Purchase Agreement, dated as of May 9, 2024, between Bitmain Technologies Delaware Limited and IE US Hardware 1 Inc. (incorporated herein by reference to Exhibit 10.8 to the Company’s Annual Report on Form 20-F filed with the SEC on August 28, 2024).
10.3*#§Future Sales and Purchase Agreement, dated August 16, 2024, between Bitmain Technologies Delaware Limited and IE US Hardware 1 Inc. (incorporated herein by reference to Exhibit 10.9 to the Company’s Annual Report on Form 20-F filed with the SEC on August 28, 2024).
10.4#§Supplemental Agreement to certain Future Sales and Purchase Agreements and Notice of Exercise, dated as of June 4, 2025, between Bitmain Technologies Delaware Limited and IE US Hardware 1 Inc.
10.5*Form of Capped Call Transactions Confirmation (incorporated herein by reference to Exhibit 10.1 to the Company’s Report on Form 6-K filed with the SEC on December 6, 2024).
10.6*#Prepaid Forward Transaction Confirmation (incorporated herein by reference to Exhibit 10.2 to the Company’s Report on Form 6-K filed with the SEC on December 6, 2024).
10.7*Form of Capped Call Transactions Confirmation (incorporated herein by reference to Exhibit 10.1 to the Company’s Report on Form 6-K filed with the SEC on June 13, 2025).
10.8*#Prepaid Forward Transaction Confirmation (incorporated herein by reference to Exhibit 10.2 to the Company’s Report on Form 6-K filed with the SEC on June 13, 2025).
10.9*#Indenture, dated as of December 6, 2024, between IREN Limited and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Report on Form 6-K filed with the SEC on December 6, 2024).
10.10*Form of certificate representing the 3.25% Convertible Senior Notes due 2030 (incorporated herein by reference to Exhibit 4.2 to the Company’s Report on Form 6-K filed with the SEC on December 6, 2024).
10.11*#Indenture, dated as of June 13, 2025, between IREN Limited and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Report on Form 6-K filed with the SEC on June 13, 2025).
10.12*Form of certificate representing the 3.50% Convertible Senior Notes due 2029 (incorporated herein by reference to Exhibit 4.2 to the Company’s Report on Form 6-K filed with the SEC on June 13, 2025).
10.13*+Form of Indemnification Agreement entered into by and between Iris Energy Limited and each director and executive officer (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1 (File No. 333-260488) filed with the SEC on October 25, 2021).
10.14+2023 Long Term Incentive Plan (2023 LTIP)
10.15+2023 LTIP Form of Notice of Award (Non-Employee Directors)
10.16+2023 LTIP Form of Notice of Award (Executive Officers)
10.17+2023 Short Term Incentive Plan
10.18+2025 Short Term Incentive Plan
10.19+Form of Director Appointment Letter
10.20+Non-Employee Director Option Plan
10.21+Non-Employee Director Option Plan Form of Notice of Award
10.22+Executive Services Agreement (Belinda Nucifora)
10.23+Employee Option Deed and Notice of Award
19.1Insider Trading Compliance Policy.
21.1List of significant subsidiaries.
23.1Consent of Raymond Chabot Grant Thornton LLP.
31.1Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Co-Chief Executive Officer.
31.2Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Co-Chief Executive Officer.
31.3Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer.
32.1Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Co-Chief Executive Officer.
32.2Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Co-Chief Executive Officer.
32.3Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer.
97.1*Restatement Clawback Policy (incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 20-F filed with the SEC on August 28, 2024).
101.INSInline XBRL Instance Document. (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

*Incorporated by reference.

+Indicates management contract or compensatory plan.

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

§ Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.