IREN Ltd

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Note 1. Organization

Nature of operations and corporate information

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

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

Basis of presentation and principles of consolidation

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

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

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

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

Use of estimates and assumptions

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

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

Significant accounting policies

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Segment information

An operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, for which discrete financial information is available, whose operating results are regularly evaluated by the chief operating decision maker (“CODM”) to assess performance and allocate resources. The Group’s CODM is William Roberts, the Co-Chief Executive Officer (“Mr. Roberts”). As of December 31, 2025, the Company has 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 Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting requirements.

Finance leases

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

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

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

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

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Finite-lived intangible assets

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

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

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

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

Recent accounting pronouncements

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

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

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

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

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

Note 3. Cost of revenue

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Note 4. Selling, general, and administrative expenses

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

Note 5. Revenue

Disaggregation of Revenue

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

Contract Balances

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

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

Remaining Performance Obligations (“RPO”)

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

Strategic Customer Agreement

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

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

Significant Financing Component

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Note 6. Segment information

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

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

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:

Prepayments

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

Security deposits

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

Computer hardware prepayments

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

Note 8. Financial assets

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

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):

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:

Prepaid Forward Contracts

2030 Prepaid Forward Contract

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

2029 Prepaid Forward Contract

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

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Reclassification to equity

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

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

Electricity financial asset

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

Note 9. Property, plant and equipment, net

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

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

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

Impairment

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

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

Change in estimated useful life

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

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

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

Construction in progress

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

Assets held for sale

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

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

Note 10. Derivatives

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

Capped Call Transactions

2030 Capped Call Transactions

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

2029 Capped Call Transactions

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

2031 Capped Call Transactions

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

2032 and 2033 Capped Call Transactions

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

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

Reclassification to equity

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

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

Level 3 derivative assets

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

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:

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Bitcoin purchase option

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

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

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

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:

IREN Limited

Notes to the condensed consolidated financial statements

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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:

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

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Notes to the condensed consolidated financial statements

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

Note 12. Intangible assets, net

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

The Group didnot have any intangible assets as of June 30, 2025.

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

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

Note 13. Accounts payable and accrued expenses

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

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

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

Note 14. Leases

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

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

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

The following table presents supplemental lease information:

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

Note 15. Other liabilities

The components of other liabilities are as follows:

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Note 16. Convertible notes payable

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

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

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

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

Repurchase of the 2030 Convertible Notes and 2029 Convertible Notes

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

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

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

Note 17. Stockholders’ equity

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

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

At-the-Market facility

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

Equity Offering

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

Loan-funded shares

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

Dividends

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

Note 18. Stock-based compensation

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

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

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

Restricted stock units with service conditions

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

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

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

Restricted stock units with market conditions

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

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

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

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

Stock options

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

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

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

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

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

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:

Note 20. Income taxes

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

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

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

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

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

Note 21. Commitments and contingencies

Commitments

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

The committed amounts are payable as set out below:

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.

IREN Limited

Notes to the condensed consolidated financial statements

(Unaudited)

Contingencies

U.S. importation tariff

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

Non-Refundable Sales Tax

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

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

As at December 31, 2025, the total amount of GST under dispute related to the services supplied to the Australian parent entity is approximately $27.1 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 December 31, 2025. Accordingly, the Group hasnot recorded a loss contingency as at December 31, 2025, in respect of this matter.

Note 22. 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.

Underwriting commitment for GPU Financing

On February 4, 2026, the Group entered into a binding commitment letter pursuant to which Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A. have, subject to certain conditions, committed to underwrite a delayed draw financing of approximately $3.6 billion to support delivery of dedicated GPU services pursuant to the Microsoft Agreement. The proposed facility is expected to be secured by the related GPUs and contracted cash flows, with phased drawdowns through 2026, and remains subject to execution of definitive agreements and customary closing conditions.