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IREN Ltd

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

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

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Notes to the Unaudited Condensed Consolidated Financial Statements

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Note 1. Organization

Nature of operations and corporate information

IREN Limited (“Company”) and the entities it controlled at the end of, or during, the quarter ended September 30, 2025 (collectively the “Group”) is a leading provider of AI Cloud Services, delivering large-scale GPU clusters for AI training and inference. The Company’s vertically integrated platform is underpinned by an expansive portfolio of grid-connected land and data centers in renewable-rich regions across the U.S. and Canada.

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

Basis of presentation and principles of consolidation

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

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

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

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

Use of Estimates and Assumptions

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

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Significant Accounting Policies

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

Segment Information

An operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, for which discrete financial information is available, whose operating results are regularly evaluated by the chief operating decision maker (“CODM”) to assess performance and allocate resources. The Group’s CODM is William Roberts, the Co-Chief Executive Officer (“Mr. Roberts”). As of September 30, 2025, the Company has identifiedtwo reportable segments, each evaluated separately by the CODM: Bitcoin mining and AI Cloud Services. The segments are organized by product lines rather than geographical location. The Bitcoin mining segment generates revenue by mining Bitcoin with the Group’s ASIC hardware, whereas the AI Cloud Services segment earns revenue from providing AI Cloud Services to third-party customers.

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

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

Recent accounting pronouncements

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

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Note 3. Cost of revenue

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

Three Months Ended September 30, 2025
(in USD thousands)Bitcoin miningAI Cloud ServicesTotal
Electricity$75,829$109$75,938
Employee benefits3,0144603,474
Other direct expenses1,1021591,261
Total cost of revenue$79,945$728$80,673
Three Months Ended September 30, 2024
(in USD thousands)Bitcoin MiningAI Cloud ServicesTotal
Electricity$29,784$38$29,822
Employee benefits1,3741501,524
Other direct expenses46944513
Total cost of revenue$31,627$232$31,859

Note 4. Selling, general, and administrative expenses

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

Three Months Ended September 30,
(in USD thousands)20252024
Employee benefits$8,364$5,062
Payroll taxes on stock-based compensation32,7741,135
Professional fees6,7892,825
Stock based compensation72,4058,184
Insurance5,1732,992
Renewable energy certificates2,824648
Property taxes1,634325
Non-refundable provincial sales tax1,490973
Sponsorships and marketing3,080578
Other selling, general and administrative expenses3,8262,450
Total selling, general and administrative expenses$138,359$25,172

Note 5. Revenue

Disaggregation of Revenue

The Group primarily generates its revenue through Bitcoin mining and AI Cloud Services. The Group’s revenues are disaggregated by geographical region based on the location of the contracting entity and type of service or goods. For the

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

periods presented in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), all Bitcoin mining revenue was generated in Australia and all AI Cloud Services revenue was generated in Canada.

Contract Balances

The timing of revenue recognition, billings and cash collections result in accounts receivable and deferred revenue. A receivable is recorded at the invoice amount, net of an allowance for credit losses, and is recognized in the period when the Group has the right to invoice its customers and when its right to consideration is unconditional. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 5-10 days. The Group has determined that its contracts generally do not include a significant financing component.

Deferred revenue, including current and non-current balances as of September 30, 2025 and June 30, 2025, was $23,341,000 and $884,000, respectively. For the three months ended September 30, 2025 and 2024, revenue recognized from deferred revenue at the beginning of the period was $856,000 and $480,000, respectively.

Remaining Performance Obligations (“RPO”)

As of September 30, 2025, the Group had $195,027,000 of unsatisfied RPO, of which $93,363,000 is expected to be recognized over the initial 12 months ending September 30, 2026, $93,410,000 between months 13 and 24, and the remaining balance recognized between months 25 and 60.

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Note 6. Segment information

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

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

(in USD thousands)Three Months Ended September 30,
20252024
Reportable segment revenue
Bitcoin mining revenue$232,948$49,575
AI Cloud Services revenue7,3473,189
Total segment and consolidated revenue240,29552,764
Reportable segment cost of revenue (exclusive of depreciation andamortization shown below):
Bitcoin mining(79,945)(31,627)
AI Cloud Services(728)(232)
Total segment and consolidated cost of revenue(80,673)(31,859)
Segment gross profit (loss)159,62220,905
Reconciling items:
Selling, general and administrative expenses(138,359)(25,172)
Depreciation and amortization(85,226)(33,931)
Impairment of assets(16,257)(6,942)
Gain (loss) on disposal of property, plant and equipment(13)833
Other operating expenses—(4,405)
Other operating income3,8281,626
Finance expense(9,280)(22)
Interest income7,1282,289
Increase (decrease) in fair value of assets held for sale—(2,582)
Realized gain (loss) on financial instruments(5,756)(4,215)
Unrealized gain (loss) on financial instruments664,993—
Foreign exchange gain (loss)(5,382)1,190
Other non-operating income—5
Income tax (expense) benefit(190,687)(1,282)
Net income (loss)$384,611$(51,703)

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Note 7. Deposits and prepayments

The components of deposits and prepaid expenses are as follows:

(in USD thousands)September 30,2025June 30,2025
Current
Prepayments$29,368$33,015
Security deposits13,09912,894
Computer hardware prepayments10,808—
Total current deposits and prepaid expenses$53,275$45,908
Non-current
Security deposits$30,456$29,847
Computer hardware prepayments—3,068
Total non-current deposits and prepaid expenses$30,456$32,916
Total deposits and prepaid expenses$83,731$78,824

Prepayments

The decrease in prepayments was primarily attributable to a reduction in electricity prepayments at the Childress site due to seasonality, partially offset by an increase in insurance renewal prepayments.

Security deposits

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

Computer hardware prepayments

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

Note 8. Financial assets

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

(in USD thousands)
Financial assetsBalance Sheet LineSeptember 30,2025June 30,2025
2030 Prepaid forward contractFinancial assets - Non current$267,600$83,117
2029 Prepaid forward contractFinancial assets - Non current413,800128,500
Total financial assets$681,400$211,617

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

(in USD thousands)Three Months Ended September 30,
Financial assetsStatement of Operations Line20252024
2030 Prepaid forward contractUnrealized gain (loss) on financial instruments$184,483$—
2029 Prepaid forward contractUnrealized gain (loss) on financial instruments285,300—
Electricity financial assetRealized (loss) on financial instruments—(4,215)
Total financial assets$469,783$(4,215)

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

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

Prepaid Forward Contracts

2030 Prepaid Forward Contract

On December 6, 2024, the Group issued $440,000,000 in aggregate principal amount of 3.25% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”). In conjunction with the offering of the 2030 Convertible Notes, the Group entered also into a prepaid forward share purchase contract (“2030 Prepaid Forward Contract”) transactions with a financial institution (“2030 Forward Counterparty”). The 2030 Prepaid Forward Contract is a separate transaction to the 2030 Convertible Notes entered into by the Group with the 2030 Forward Counterparty and is not part of the terms of the 2030 Convertible Notes and will not affect any holder’s rights under the 2030 Convertible Notes. Holders of the 2030 Convertible Notes will not have any rights with respect to the 2030 Prepaid Forward Contract.

2029 Prepaid Forward Contract

On June 13, 2025, the Group issued $550,000,000 in aggregate principal amount of 3.50% Convertible Senior Notes due 2029 (the “2029 Convertible Notes”). In conjunction with the offering of the 2029 Convertible Notes, the Group entered also into a prepaid forward share purchase contract (“2029 Prepaid Forward Contract”) transactions with a financial institution (“2029 Forward Counterparty”). The 2029 Prepaid Forward Contract is a separate transaction to the 2029 Convertible Notes entered into by the Group with the 2029 Forward Counterparty and is not part of the terms of the 2029 Convertible Notes and will not affect any holder’s rights under the 2029 Convertible Notes. Holders of the 2029 Convertible Notes will not have any rights with respect to the 2029 Prepaid Forward Contract.

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

2030 Prepaid Forward Contract2029 Prepaid Forward Contract
Contractual expirationAugust 15, 2030February 15, 2030
Net proceeds used to purchase the contract (in thousands)$73,717$92,500
Aggregate number of ordinary shares underlying the contract5,700,0008,818,000
Pricing date of the ordinary shares underlying the contractDecember 3, 2024June 10, 2025

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

The addendum to the PSA does not meet the definition of a financial instrument, accordingly there isno corresponding financial asset recognized as at September 30, 2025 and June 30, 2025, andno gain or loss was recorded during the three months ended September 30, 2025.

Note 9. Property, plant and equipment, net

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

(in USD thousands)September 30,2025June 30,2025
Mining hardware$1,134,032$1,135,584
HPC hardware106,04776,001
Buildings671,382639,750
Plant and equipment7,48510,002
Land13,04313,086
Leasehold improvements3843
Construction in progress464,832237,734
Property, plant and equipment, gross2,396,8592,112,200
Less: Accumulated depreciation(265,246)(181,246)
Less: Impairment(16,177)(385)
Property, plant and equipment, net$2,115,436$1,930,567

Depreciation and amortization expense related to property, plant and equipment was $85,226,000 and $33,931,000, for the three months ended September 30, 2025 and 2024, respectively. Of the $28,917,000 depreciation expense for mining hardware recognized during the three months ended September 30, 2024, $15,330,000 relates to mining hardware that was either sold or classified as held for sale during the period.

During the three months ended September 30, 2025, the Group entered into lease financing arrangements for the acquisition of approximately 3,300 GPUs, together with related ancillary equipment. The arrangements provide financing for 100% of the purchase price and are structured as 36-month and 24-month leases, respectively. Total lease payments under these agreements are expected to approximate $198,000,000 over the respective lease terms. The lease

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

commencement dates are expected to occur subsequent to September 30, 2025, at which time the corresponding right-of-use assets and lease liabilities will be recognized.

Impairment

Impairment charges on property and equipment totaled $16,257,000 for the three months ended September 30, 2025, primarily related to S21 Pro and non-functioning T21 miners. The S21 Pro miners are expected to be displaced from the Group’s data center at Prince George as part of the Group’s strategic focus on expanding its AI Cloud Services. Management performed an impairment assessment as of September 30, 2025, resulting in a charge to reduce their carrying amount to estimated fair value. The estimated fair value was lower than the net carrying amount and was determined using Level 3 inputs, based on prices for similar assets.

Impairment of property, plant and equipment for the three months ended September 30, 2024, was primarily related to the initial classification of the S19jPro miners as held for sale, as discussed under ‘Assets held for sale’ below.

Change in estimated useful life

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

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

Years ended June 30,
(in USD thousands)2026202720282029
Increase/(decrease) in depreciation$5,271$(5,255)$(5,068)$(780)

Construction in progress

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

Assets held for sale

On September 1, 2024, as part of the Group’s Bitcoin mining hardware fleet upgrade, the Group classified the majority of its S19jPro mining hardware as held for sale in accordance with ASC 360-10-45-9, as the miners were no longer in use, were actively marketed for sale, and their sale was deemed highly probable. Upon classification as held for sale, the Group recognized an impairment loss of $6,836,000.

Assets classified as held for sale must be measured at the lower of their carrying value and fair value less costs to sell. Consequently, a loss on change in fair value of $2,582,000 was recognized to adjust the carrying value of the miners to their estimated fair value less costs to sell as at September 30, 2024.

As of September 30, 2025, the Group hadno assets classified as held for sale.

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Note 10. Derivatives

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

(in USD thousands) · September 30, 2025 · June 30, 2025
DerivativeBalance Sheet LineAssetLiabilityAssetLiability
Derivatives not designated as hedging instruments:
Bitcoin purchase optionDerivative assets - Current$2,910$—$5,756$—
Capped call transactions - 2030 Convertible NotesDerivative assets - Non current127,600—46,400—
Capped call transactions - 2029 Convertible NotesDerivative assets - Non current186,800—75,700—
Total derivatives$317,310$—$127,856$—

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

(in USD thousands)Three Months Ended September 30,
DerivativeStatement of Operations Line20252024
Derivatives not designated as hedging instruments:
Bitcoin purchase optionRealized gain (loss) on financial instruments$(5,756)$—
Bitcoin purchase optionUnrealized gain (loss) on financial instruments2,910$—
Capped call transactions - 2030 Convertible NotesUnrealized gain (loss) on financial instruments81,200—
Capped call transactions - 2029 Convertible NotesUnrealized gain (loss) on financial instruments111,100—
Total gain (loss) on derivatives$189,454$—

Capped Call Transactions

2030 Capped Call Transactions

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

2029 Capped Call Transactions

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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.

2030 Capped Call2029 Capped Call
Net proceeds used to purchase the Capped Call Transactions (in thousands)$44,352$53,790
Transaction costs expensed (in thousands)$1,452$2,790
Initial cap price$25.86$20.98
Last reported sale price of Ordinary shares$12.93$10.49
Date of last reported sale price of Ordinary sharesDecember 3, 2024June 10, 2025

The Group determined that the 2030 Capped Call Transactions and the 2029 Capped Call Transactions (collectively, the “Capped Call Transactions”) are a Level 3 derivative asset given significant unobservable inputs are included in its valuation. The Group estimates the fair value of the derivative using the Black-Scholes-Merton pricing model, which includes several inputs and assumptions including the risk-free interest rate, dividend yield, and the expected stock-price volatility. The following table represents the significant fair value assumptions used for Capped Call Transactions as at September 30, 2025:

2030 Capped Call2029 Capped Call
Closing share price$46.93$46.93
Long strike price$16.81$13.64
Short strike price$25.86$20.98
Risk free interest rate3.67%3.62%
Dividend yieldnilnil
Expected volatility50%50%

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

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

(in USD thousands)2030 Capped Call2029 Capped CallTotal
Balance as at July 1, 2025$46,400$75,700$122,100
Unrealized gain (loss) recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)81,200111,100192,300
Balance as at September 30, 2025$127,600$186,800$314,400

Bitcoin purchase option

In June 2025, the Group entered into a supplemental agreement with Bitmain Technologies Delaware Limited (“Bitmain”) relating to outstanding payments under existing purchase option arrangements for mining hardware. Upon settlement of the outstanding obligation, the Group is entitled to a Bitcoin purchase option. The option allows the Group to acquire Bitcoin at a mutually agreed-upon price, subject to asix-month purchase period commencing on the date of payment. The Group

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

may exercise the option intwo equal tranches, with the right to purchase 50% of the Bitcoin at the end of each three-month interval during the purchase period.

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

The following tables show the valuation techniques used in measuring Level 2 fair values for the Bitmain purchase optionin the Condensed Consolidated Balance Sheets, as well as the significant unobservable inputs used as at September 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 11. Fair value measurement

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

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

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

Level 3: Unobservable inputs for the asset or liability.

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

Fair value measured as of September 30, 2025
(in USD thousands) · Total carrying value · Quoted prices in active markets (Level 1) · Significant other observable inputs (Level 2) · Significant unobservable inputs (Level 3)
Financial assets
2030 Prepaid Forward Contract$267,600$-$267,600$-
2029 Prepaid Forward Contract413,800-413,800-
Total financial assets$681,400$-$681,400$-
Derivative assets
2030 Capped Call Transactions$127,600$-$-$127,600
2029 Capped Call Transactions186,800--186,800
Bitcoin purchase option2,910-2,910-
Total derivative assets$317,310$-$2,910$314,400

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Fair value measured as of June 30, 2025
(in USD thousands) · Total carrying value · Quoted prices in active markets (Level 1) · Significant other observable inputs (Level 2) · Significant unobservable inputs (Level 3)
Financial assets
2030 Prepaid Forward Contract$83,117$-$83,117$-
2029 Prepaid Forward 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 of financial instruments not recognized at fair value

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

Fair value measured as of September 30, 2025
(in USD thousands) · Total carrying value · Quoted prices in active markets (Level 1) · Significant other observable inputs (Level 2) · Significant unobservable inputs (Level 3)
2030 Convertible Notes$428,502$1,291,080$-$-
2029 Convertible Notes535,7071,973,360--
Total financial liabilities at amortized cost$964,209$3,264,440$-$-
Fair value measured as of June 30, 2025
(in USD thousands) · Total carrying value · Quoted prices in active markets (Level 1) · Significant other observable inputs (Level 2) · Significant unobservable inputs (Level 3)
2030 Convertible Notes$427,837$483,089$-$-
2029 Convertible 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 periods presented.

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Note 12. Accounts payable and accrued expenses

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

(in USD thousands)September 30,2025June 30,2025
Accounts payable$70,938$81,747
Accrued expenses80,93642,368
Loss contingencies—20,000
Total accounts payable and accrued expenses$151,874$144,115

Loss contingencies

Non-Recourse SPVs

NYDIG, who was the lender under limited recourse equipment financing loans to IE CA 3 Holdings Ltd. and IE CA 4 Holdings Ltd. (bankrupt entities for which PricewaterhouseCoopers (“PwC”) is currently acting as receiver and trustee) (“Non-Recourse SPVs”), had brought claims against the Non-Recourse SPVs and the Company. All claims except the oppression remedy, which had been dismissed by the Trial Court, were unsuccessful. In addition PwC as receiver and trustee of the Non-Recourse SPVs’ estates continued its investigation of the affairs of the Non-Recourse SPVs in Canada and Australia. On August 12, 2025, the Company entered into a settlement agreement with NYDIG, PwC, the Non-Recourse SPVs and their local representatives in Australia to terminate all current proceedings and release all claims related to the financing loans and the subsequent receivership and bankruptcies. The Company has agreed to pay a settlement amount to NYDIG of $20 million and such amount was recorded as a loss contingency in the Group’s consolidated financial statements as of June 30, 2025. The settlement amount was subsequently paid during the three months ended September 30, 2025.

Note 13. Other liabilities

The components of other liabilities are as follows:

(in USD thousands)September 30,2025June 30,2025
Current
Employee benefits$7,140$1,834
Payroll taxes30,399566
Accrued interest payable10,3151,545
Other liabilities2,376—
Total current other liabilities$50,230$3,945
Non-current
Employee benefits$289$234
Payroll taxes2,339—
Total non-current other liabilities$2,628$234
Total other liabilities$52,858$4,179

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Note 14. Convertible notes payable

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

2030 Convertible Notes2029 Convertible NotesTotal
Balance at July 1, 2025$427,837$534,928$962,765
Change in estimate related to accrued debt issuance costs104—104
Interest expenses4,1365,6979,833
Coupon interest payable(3,575)(4,918)(8,493)
Convertible notes outstanding as at September 30, 2025428,502535,707964,209
Convertible notes due within one year———
Total convertible notes, net of portion due within one year$428,502$535,707$964,209

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

2030 Convertible Notes2029 Convertible Notes
Issuance dateDecember 6, 2024June 13, 2025
Maturity dateJune 15, 2030December 15, 2029
Remaining principal (in thousands)$440,000$550,000
Stated interest rate3.25%3.50%
Interest payment datesJune 15 & December 15June 15 & December 15
Effective interest rate3.87%4.22%
Net proceeds (in thousands)1$311,646$392,393
Initial conversion rate259.491973.3299
Initial conversion price$16.81$13.64
Principal amount per note$1,000$1,000

1 Net proceeds after deducting offering and issuance costs related to the 2030 and 2029 Convertible Notes, the Capped Call Transactions costs and the Prepaid Forward Contracts costs.

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

Note 15. Stockholders’ equity

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

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

At-the-Market facility

On January 21, 2025, the Company filed a registration statement, including an accompanying at-the-market prospectus supplement relating to the offer and sale of $1,000,000,000 additional ordinary shares. As at September 30, 2025, the Company has issued 66,707,732 ordinary shares under this prospectus raising total gross proceeds of approximately $999,999,452.

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Loan-funded shares

As at September 30, 2025 and June 30, 2025, there were 582,245 and 842,291 restricted ordinary shares issued to management under the Employee Share Plans as well as certain non-employee founders of PodTech Innovation Inc, which are treated as stock options for accounting purposes.

Dividends

No dividends were declared during the three months ended September 30, 2025 and 2024.

Note 16. Stock-based compensation

In June 2023, the Board approved the 2023 Long-Term Incentive Plan ("2023 LTIP") under which participating employees and directors are typically granted RSUs inthree tranches: two tranches with time-based vesting conditions and a third tranche with a performance-based vesting condition. As of September 30, 2025, the Company had an aggregate of 2,042,649 shares of Ordinary shares reserved for future issuance under the 2023 LTIP.

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

Three Months Ended September 30,
(in USD thousands)20252024
Stock options$3,067$3,209
Service-based RSUs42,0684,506
Performance-based RSUs27,270469
Total stock-based compensation$72,405$8,184

Restricted stock units with service conditions

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

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

(in USD thousands, except share and per share amounts)Number ofunitsWeighted averagegrant-datefair valueAggregateintrinsic value
Unvested as of June 30, 202515,567,267$7.68$226,815
Granted4,693,80814.95
Forfeited(203,367)10.97
Exercised(280,230)5.91
Unvested as of September 30, 202519,777,478$9.40$928,157

The Group had approximately $127,827,000 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 1.20 years.

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Restricted stock units with market conditions

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

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

(in USD thousands, except share and per share amounts)Number ofunitsWeighted averagegrant-datefair valueAggregateintrinsic value
Unvested as of June 30, 20256,158,567$5.28$89,730
Granted3,718,98410.26
Forfeited(213,652)6.35
Exercised(34,007)3.18
Unvested as of September 30, 20259,629,892$7.19$451,931

During the three months ended September 30, 2025, the Group issued the following RSUs with market conditions:

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

The Group had approximately $38,288,000 of total unrecognized compensation expense related to unvested market condition RSUs granted, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.26 years.

Stock options

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

(in USD thousands, except share and per share amounts and years)Number of sharesWeighted average exercise price (per share)Aggregateintrinsic valueWeighted average remaining contractual life (in years)
Outstanding as of June 30, 20257,878,554$47.07$34,6485.80
Granted——
Forfeited or canceled——
Exercised(2,309,065)3.17
Outstanding as of September 30, 20255,569,489$65.25$32,6817.53
Vested and exercisable as of September 30, 2025691,336$3.60$30,1564.65

The Group had approximately $58,577,000 of total unrecognized compensation expense related to unvested stock options as of September 30, 2025, which is expected to be recognized over a weighted-average remaining vesting period of approximately 4.91 years, subject to the early achievement of any associated performance-based vesting hurdles.

No options were granted during the three months ended September 30, 2025.

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

As of September 30, 2025 there were 4,878,153 unvested options.

Note 17. Net income (loss) per share of Ordinary shares

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

Three Months Ended September 30,
20252024
Stock options4,832,4068,484,012
Restricted stock units67,0708,781,922
Convertible notes——
Total4,899,47617,265,934

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

(in thousands. except share and per share amounts)Three Months Ended September 30,
20252024
Numerator:
Net income (loss)$384,611$(51,703)
Convertible notes interest expense, net of tax6,883—
Numerator for diluted net income (loss) per share of Ordinary shares$391,494$(51,703)
Denominator:
Basic weighted-average shares used in computing net income (loss) per share of Ordinary shares270,696,733189,262,447
Effects of dilutive securities:
Options2,088,098—
Restricted stock units22,387,881—
2030 Convertible Notes26,176,436—
2029 Convertible Notes40,331,445—
Diluted weighted-average shares used in computing net income (loss) per share of Ordinary shares361,680,593189,262,447
Basic net income (loss) per share of Ordinary shares$1.42$(0.27)
Diluted net income (loss) per share of Ordinary shares$1.08$(0.27)

Note 18. Income taxes

The effective income tax rate for the three months ended September 30, 2025, was 33.1% compared to (2.5)% for the three months ended September 30, 2024. The increase is primarily attributable to the increase in the Group’s pre-tax profit, as well as certain one-off items that reduced the effective tax rate in the prior corresponding period.

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

changes in valuation allowance, stock-based compensation and changes in tax laws or rates. During the quarter, changes in U.S. tax laws were enacted, including provisions such as those relating to bonus depreciation. The Company does not expect these legislative changes to have a material impact on its effective tax rate or income tax expense (benefit), as the effects are limited to timing differences.

The Company has no material unrecognized tax benefits as of September 30, 2025.

Note 19. Commitments and contingencies

Commitments

As at September 30, 2025 and June 30, 2025, the Group had commitments of$1,083,825,000 and $368,805,000, respectively, which are payable within one year from the balance sheet date.

The committed amounts are payable as set out below:

(in USD thousands)September 30,2025June 30,2025
Commitments
Amounts payable within 12 months of balance date:$1,083,825$368,805
Amounts payable after 12 months of balance date:——
Total commitments$1,083,825$368,805

Legal and regulatory matters

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

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

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

U.S. importation tariff

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

Contingencies

Non-Refundable Sales Tax

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

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

As at September 30, 2025, the total amount of GST under dispute related to the services supplied to the Australian parent entity is approximately $23.4 million.

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

Note 20. Subsequent events

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

Convertible notes offering

On October 14, 2025, the Group completed the issuance of $1.0 billion aggregate principal amount of 0.00% Convertible Senior Notes due in 2031 (the “2031 Convertible Notes”). Net proceeds from the offering were approximately $979.0 million after deducting initial purchasers’ discounts, commissions, and estimated offering expenses. The Group used approximately $56.7 million of the net proceeds to enter into capped call transactions.

Commercial agreement for GPU services

On November 2, 2025, the Group entered into an agreement with Microsoft Corporation to provide dedicated GPU services in tranches at data center facilities located in Childress, Texas, over an average term offive years. The total contract value is approximately $9.7 billion over the term of the agreement, with 20% of the contract value to be paid prior to the applicable delivery date of each tranche.

Hardware purchase and equipment financing agreements

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

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

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