IREN Ltd
For the period ended Mar 31, 2026. Filed May 8, 2026.
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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.
Mar 31, 2026 · Filed May 8, 2026
IREN$21.64+20.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-12-31; filed 2026-02-05.
0001878848-26-000015
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001878848-26-000026
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 213 previous paragraphs and 180 current paragraphs.
83 unchanged; 70 reworded; 25 added; 52 removed; 8 previous and 2 current paragraphs rearranged.
Tables are not compared: 4 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
Business Combinations
Current report
On May 4, 2026, the Company entered into a merger agreement pursuant to which the Company will acquire 100% of Mirantis, a US-based cloud software and services provider, as part of a business combination transaction. The transaction is subject to certain customary termination rights and the satisfaction of certain customary closing conditions, including regulatory approvals. The aggregate consideration payable by the Company under the merger agreement is approximately $625 million payable at closing through the issuance of a fixed number of the Company's Ordinary shares determined at signing, provided that a portion of the consideration (currently estimated to be approximately 10%) is payable in cash to holders of shares of Mirantis capital stock that are unaccredited investors.
Current report
On May 7, 2026, the Group entered into a sale and purchase agreement for the acquisition of 100% of Ingenostrum, S.L. (trading as Nostrum Group), a Spanish data center developer. The transaction is subject to the satisfaction of certain closing conditions. The aggregate consideration payable by the Group is approximately EUR 165 million, subject to adjustment, comprised of approximately 65% in cash and 35% in the form of the Company’s Ordinary shares and subject to a customary post-closing adjustment. The acquisition will expand the Group’s footprint to Europe with the addition of approximately 490MW of power capacity in Spain and an additional global development pipeline, and adds strategic development, engineering, construction, and operations capability in support of its global AI Cloud Services strategy.
Current report
See “Part II. Item 5. Other Information” in this Quarterly Report for additional information.
Current report
On March 4, 2026, the Group and Dell Canada Inc. (“Dell Canada”) entered into purchase documentation (the “Dell Canada Purchase Agreement”) pursuant to which Dell Canada will supply to the Group GPUs and ancillary products and services, scheduled to be delivered in phases during the second half of calendar year 2026, for an aggregate purchase price of approximately $2.3 billion payable in installments within 30 days of each tranche shipping, subject to rights to adjust the price based on independent review due to certain cost increases.
Current report
The Dell Purchase Agreements contain customary representations, warranties, covenants, indemnities and termination rights. The Company has agreed to unconditionally guarantee the obligations of IE CA Leasing and IE US Hardware 1 under the Dell Purchase Agreements.
Current report
Commitment for GPU Financing
Current report
Our performance is currently driven by two principal businesses: AI Cloud Services, which is the strategic focus of the Group and is expected to become the main driver of our growth; and Bitcoin mining, which continues to generate a substantial portion of our revenue, but is expected to reduce over time. Near-term results continue to be affected by the market value of Bitcoin, global network hashrate and mining difficulty, our hashrate capacity and mining fleet efficiency, and our cost of electricity and the transition to AI Cloud Services. As we continue to expand our AI Cloud Services business, our performance will also increasingly depend on our ability to secure customers on commercially reasonable terms, obtain GPUs and other equipment, develop and construct data centers on time and within budget, secure sufficient power and timely grid connections, energize sites on schedule, and compete effectively in the rapidly evolving AI Cloud Services market.
Current report
Ability to Secure Customers
Current report
Ability to Secure GPUs and Other Equipment
Current report
Our ability to expand our AI Cloud Services business depends in part on our ability to source GPUs and other hardware and equipment on acceptable terms and in a timely manner. The market for GPUs and related equipment remains highly competitive and supply constrained, and demand from hyperscalers and other cloud providers and consumers may limit availability, extend lead times and increase prices. Delays in obtaining GPUs, networking equipment, transformers, switchgear, cooling equipment or other critical components could delay installation, commissioning and revenue generation.
Current report
Ability to Develop, Construct and Commission Data Centers
Current report
Our ability to design, develop, construct and commission data center capacity on time and on budget will affect the expansion of our AI Cloud Services business. The development and construction of data centers is complex and subject to delays arising from permitting, design changes, labor availability, contractor performance, supply chain constraints, delivery of critical equipment, weather, site conditions and other execution challenges. If we are unable to complete construction, commissioning and customer deployment on the timelines we expect, our ability to generate AI Cloud revenue and our operating results may be adversely affected.
Current report
AI Cloud Services and Bitcoin mining consume extensive energy, including for both the computing and cooling aspects of our operations. We believe that access to reliable, cost-effective power and timely grid connections is a critical factor affecting both our AI Cloud Services business and our Bitcoin mining business. As demand for HPC and AI services increases, and as the Bitcoin network becomes more difficult due to higher global hashrate, the importance of access to power, cost effectiveness and the timing of energization is expected to increase.
Current report
Our performance depends not only on the price we pay for electricity, but also on our ability to secure additional power capacity and have sites energized on schedule. Delays in transmission upgrades, interconnection studies, utility approvals, load ramp requirements or energization milestones could delay commissioning of data center capacity and associated customer deployments. In Texas, changes to ERCOT interconnection requirements and approval processes for large electrical loads, including the batching of multiple large load interconnection requests to determine system impacts and transmission needs, may affect the timing and certainty of interconnections and energization for our projects.
Current report
We compete in AI Cloud Services with hyperscalers, neocloud providers and other large and well-capitalized operators. Competition in AI Cloud Services may affect our ability to secure customers, pricing, contract terms, utilization and returns on invested capital. Larger and more established providers may have greater access to GPUs, power, development sites, customers, engineering resources and financing, which could make our ability to compete more difficult. We also compete with a variety of Bitcoin miners globally, including individual hobbyists, mining pools and public and private companies. In Bitcoin mining, increasing competition generally leads to an increase in global hashrate, which generally reduces the percentage share of fixed Bitcoin network rewards that miners, including us, earn. Accordingly, competition across both businesses is an important factor affecting our performance.
Current report
Bitcoin Mining
Current report
While we expect our primary revenue source in the near term to be AI Cloud Services, we currently continue to derive a substantial portion of our revenue from Bitcoin mining. As a result, our operating and financial results remain affected by the market value of Bitcoin, global network hashrate and mining difficulty, our hashrate capacity, the efficiency of our mining fleet and our cost of electricity.
Current report
The transition from Bitcoin mining to AI Cloud Services may require the displacement of additional Bitcoin mining hardware and significant retrofit or replacement of data center infrastructure, which could result in additional impairment expenses and capital expenditures during the transition period. In addition, as we transition from Bitcoin mining to AI Cloud Services, we expect that revenue derived from Bitcoin mining will decline, and such decline could be material.
Current report
Finance expense for the three months ended March 31, 2026 and 2025 was $14.8 million and $4.1 million, respectively. The increase was primarily related to a higher principal amount of outstanding convertible notes and interest expense on lease liabilities during the three months ended March 31, 2026.
Current report
Income tax (expense) benefit for the three months ended March 31, 2026 and 2025 was a benefit of $6.3 million and expense of $(5.0) million, respectively. The movement was primarily driven by changes in permanent differences and other discrete items between the two reporting periods.
Current report
Comparison of the nine months ended March 31, 2026 and 2025
Current report
Finance expense for the nine months ended March 31, 2026 and 2025 was $34.8 million and $5.9 million, respectively. The increase was primarily related to a larger principal amount of outstanding convertible notes and interest expense on lease liabilities during the nine months ended March 31, 2026.
Current report
On March 4, 2026, the Company filed a new prospectus supplement superseding and replacing the previously filed prospectus supplement relating to the offer and sale of up to $6,000,000,000 of its Ordinary shares under the Sales Agreement. As of April 30, 2026, the Company has issued 24,734,805 Ordinary shares under the new prospectus supplement at varying prices generating an aggregate of approximately $1,063,505,000 in gross proceeds. The total number of Ordinary shares outstanding as of April 30, 2026, was 357,378,674.
Current report
See our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2025 for additional details on the terms of the Convertible Notes and Capped Call Transactions.
Removed paragraphs (52)
Previous report
During the quarter ended September 30, 2025, the Group revised its reportable segments to better align with its evolving business operations and strategic objectives. Accordingly, comparative information for prior periods has been recast to conform to the current-period presentation. Previously, the Group operated and reported as a single segment. We now have two reportable business segments: AI Cloud Services and Bitcoin Mining.
Previous report
Data Centers
Previous report
We are a vertically integrated business, and currently own and operate our computing hardware (consisting of GPUs for AI Cloud Services and ASICs for Bitcoin Mining), as well as our electrical infrastructure and data centers, including the freehold land. This provides us with additional security and operational control over our assets. We believe data center ownership also allows our business to benefit from more sustainable cash flows and operational flexibility in comparison with operators that rely upon third-party colocation services or short-term land leases which may be subject to termination rights, profit sharing arrangements and/or potential changes to contractual terms such as pricing.
Previous report
We generally target development of data centers in regions where there are low-cost and attractive renewable energy sources. Our data centers are currently powered by 100% renewable energy (whether from clean or renewable energy sources or through the purchase of renewable energy certificates (“RECs”)). We also focus on grid-connected power access which we believe not only helps facilitate a more reliable, long-term supply of power, but also provides us with the ability to support the energy markets in which we operate (for example, through potential participation in demand response, ancillary services provision and load management in deregulated markets such as Texas). Over 80% of our operating data center capacity is currently located in the United States.
Previous report
Our 750MW Childress site has been operating since April 2023 and, as of December 31, 2025, has approximately 650MW of operating data center capacity and installed hashrate capacity of approximately 40 EH/s. We are currently undertaking an expansion of our data center capacity at Childress to support direct-to-chip liquid cooling GPU deployments known as “Horizon 1,” “Horizon 2,” “Horizon 3” and “Horizon 4” with a combined IT load of up to 200MW. We do not expect a material reduction in hashrate capacity at our Childress site until the full deployment of “Horizon 3” and “Horizon 4.”
Previous report
Our 1,400MW Sweetwater 1 and 600MW Sweetwater 2 sites are under development and located approximately 40 miles from Abilene, Texas. We are targeting connection to the Electric Reliability Council of Texas (“ERCOT”) grid and a substation energization date in the second quarter of calendar year 2026 for Sweetwater 1 and the fourth quarter of calendar year 2027 for Sweetwater 2. Design works are complete for a direct fiber loop between Sweetwater 1 and Sweetwater 2.
Previous report
Our 30MW Canal Flats site was acquired from PodTech Innovation Inc. and certain of its related parties in January 2020, and has been operating since 2019. As of December 31, 2025 it had approximately 30MW of data center capacity and hashrate capacity of approximately 1.6 EH/s.
Previous report
Our 80MW Mackenzie site has been operating since April 2022 and, as of December 31, 2025, had approximately 80MW of data center capacity and hashrate capacity of approximately 4.4 EH/s, down from 5.2 EH/s following GPU retrofitting at our Mackenzie site in connection with the Group’s strategic focus on expanding its AI Cloud Services.
Previous report
Our 50MW Prince George site has been operating since September 2022 and, as of December 31, 2025, had approximately 50MW of data center capacity. All of the hashrate capacity at Prince George has been displaced to accommodate GPUs at the site.
Previous report
As of December 31, 2025, the Group had secured contractual rights to procure land and 1,600MW of grid-connected power for a new data center site in Oklahoma.
Previous report
AI Cloud Services
Previous report
On November 2, 2025, the Group entered into an agreement with Microsoft Corporation (the “Microsoft Agreement”), pursuant to which we will provide Microsoft Corporation with dedicated GPU services at “Horizon” data center facilities located in Childress, Texas over a five-year average term. The GPU services will be made available to Microsoft Corporation in four tranches targeted for deployment during 2026 (subject to extension in certain circumstances). The total contract value is approximately $9.7 billion through 2031, with 20% of the contract value for each tranche to be paid prior to the applicable delivery date and credited against the service fees due and payable after the 24th calendar month of the applicable GPU service term on a pro rata basis. The GPU quantity and the estimated monthly payments are expected to be approximately equal across all four tranches.
Previous report
The GPUs that will be used to provide the GPU services will be installed across “Horizon 1,” “Horizon 2,” “Horizon 3” and “Horizon 4”, representing a combined IT load of approximately 200MW. Cash flows from the Microsoft Agreement will be used to finance part of the approximately $5.8 billion of GPU related capital expenditure anticipated to be required in connection with the Microsoft Agreement.
Previous report
The Microsoft Agreement contains customary termination rights (including certain cure periods), including, subject to a cure period, a right for Microsoft to terminate if the applicable Group counterparty fails to meet agreed delivery dates and other remedies. The Microsoft Agreement contains other customary provisions for an agreement of this nature, including service level commitments, excluded delays, delay credits, governance reporting, representations and warranties, force majeure, indemnities and limitations of liability. The commencement of the parties’ obligations under the Microsoft Agreement is subject to a delivery acceptance process.
Previous report
Convertible Notes Transactions; Equity Offering
Previous report
On October 14, 2025, the Company issued $1.0 billion aggregate principal amount of its 2031 Convertible Notes. Net proceeds from the offering of the 2031 Convertible Notes were approximately $979.0 million after deducting initial purchasers’ discounts, commissions, and estimated offering expenses. The Company used approximately $56.7 million of the net proceeds to enter into capped call transactions in connection with the 2031 Convertible Notes.
Previous report
On December 8, 2025, the Company issued $1.15 billion aggregate principal amount of its 2032 Convertible Notes and $1.15 billion aggregate principal amount of its 2033 Convertible Notes. The net proceeds from the offerings of the 2032 Convertible Notes and the 2033 Convertible Notes were approximately $2,270.0 million after deducting the initial purchasers’ discounts, commissions and estimated offering expenses. The Company used $201.0 million of the net proceeds to fund the cost of entering into the capped call transactions, in aggregate, in connection with the 2032 Convertible Notes and the 2033 Convertible Notes.
Previous report
In addition, on December 2, 2025, the Company entered into certain separate, privately negotiated transactions with a limited number of holders of the Company’s outstanding (i) 2030 Convertible Notes and (ii) 2029 Convertible Notes to repurchase approximately $227.7 million aggregate principal amount of the 2030 Convertible Notes for approximately $608.2 million, which includes accrued and unpaid interest, and to repurchase approximately $316.6 million aggregate principal amount of the 2029 Convertible Notes for approximately $1,024.2 million, which includes accrued and unpaid interest, for an aggregate purchase price of approximately $1,632.4 million (the “Repurchases”). The Repurchases were completed on or about December 8, 2025. See “—Liquidity and Capital Resources” for additional information.
Previous report
On December 2, 2025, in conjunction with the Repurchases, 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.
Previous report
Underwriting commitment for GPU Financing
Previous report
Ability to Expand HPC and AI services and Secure Customers
Previous report
Market Value of Bitcoin
Previous report
In a declining Bitcoin price environment, the Bitcoin mining protocol may provide a natural downside protection for low-cost Bitcoin miners through an adjustment to the number of Bitcoin mined. For example, when the Bitcoin price falls, the ability for higher cost miners to pay their operating costs may be impacted, which in turn may lead over time to higher cost miners switching off their operations (for example, if their marginal cost of power makes it unprofitable to continue mining, they may exit the network). As a result, in such circumstances the global hashrate may fall, and remaining low-cost miners may benefit from an increased percentage share of the fixed Bitcoin network rewards.
Previous report
Conversely, in a rising Bitcoin price environment, additional mining machines may be deployed by miners, leading to increased global hashrate in the overall network. In periods of rising Bitcoin prices we may increase our capital expenditures in mining machines and related infrastructure to take advantage of potentially faster returns on investments, subject to availability of capital and market conditions. However, we also note that the global hashrate may also increase or decrease irrespective of changes in the Bitcoin price.
Previous report
While the supply of Bitcoin is capped at 21 million, the price of Bitcoin fluctuates not just because of traditional notions of supply and demand but also because of the dynamic nature of the market for Bitcoin. Given its relative infancy compared to other more established markets, the market for Bitcoin is rapidly changing and subject to global regulatory, tax, political, environmental, cybersecurity, and market factors beyond our control. For a discussion of other factors that could lead to material adverse changes in the market value of Bitcoin, which could in turn result in substantial damage to or even the failure of our business, see “Item 1A. Risk Factors—Risks Related to Our Business” in our Annual Report.
Previous report
Further, the rewards for each Bitcoin mined are subject to “halving” adjustments at predetermined intervals. At the outset, the reward for mining each block was set at 50 Bitcoins and this was cut in half to 25 Bitcoins on November 28, 2012 at block 210,000, cut in half to 12.5 Bitcoins on July 9, 2016 at block 420,000, cut in half to 6.25 Bitcoins on May 11, 2020 at block 630,000, and cut in half again to 3.125 Bitcoins on April 20, 2024 at block 840,000. The next two halving events for Bitcoin are expected to take place in 2028 at block 1,050,000 (when the reward will reduce to 1.5625 Bitcoins), and in 2032 at block 1,260,000 (when the reward will reduce to 0.78125 Bitcoins). As the rewards for each Bitcoin mined reduce, the Bitcoin we earn relative to our hashrate capacity decreases. As a result these adjustments have had, and will continue to have, material effects on our operating and financial results.
Previous report
Efficiency of Mining Machines
Previous report
As global mining capacity increases, we will need to correspondingly increase our total hashrate capacity in order to maintain our proportionate share relative to the overall global hashrate – all else being equal – to maintain the same amount of Bitcoin mining revenue. Our Bitcoin mining operations currently utilize the Bitmain S21 XP miners, S21 Pro miners, S21 miners and T21 miners. To remain cost competitive compared to other mining sector participants, in addition to targeting cost effective sources of energy and operating efficient data center infrastructure, we expect we will need to maintain an energy efficient mining fleet, which will require capital outlays to purchase new miners, so that we can make periodic upgrades to our existing mining fleet.
Previous report
In certain periods, there may be disruption in the global supply chain leading to shortage of advanced mining machines that meet our standard of quality and efficiency. To maintain our competitive edge over the long-term, we strive to maintain strong relationships with suppliers and vendors across the supply chain so that our fleet of miners is competitive.
Previous report
Bitcoin mining and HPC and AI services consume extensive energy, including for both the mining and cooling aspects of our operations. In particular, we believe that the global demand for HPC and AI services for various programs, including AI Cloud Services, and the need for reliability in such industry, as well as the increasing difficulty of the Bitcoin network, driven by more miners and higher global hashrate, and the periodic halving adjustments of Bitcoin reward rates, will drive the increasing importance of access to power and cost effectiveness in HPC and AI services and Bitcoin mining over the long-term.
Previous report
We compete with a variety of Bitcoin miners globally, including individual hobbyists, mining pools and public and private companies, as well as HPC and AI service providers including large and well-funded companies. We believe that, even if the price of Bitcoin decreases, the Bitcoin mining market will continue to draw new miners and increase the scale and sophistication of competition in the Bitcoin mining industry, while the HPC and AI services industry continues to draw companies with significant resources to dedicate to growing their HPC and AI services business as well as expertise in the industry. Increasing competition generally results in an increase to the global hashrate, which in turn would generally lead to a reduction in the percentage share of the fixed Bitcoin network rewards that Bitcoin miners, including the Company, would earn, and may result in larger and more established HPC and AI services providers increasing their resource allocation and attention to the industry, which could make our ability to compete, including to attract and maintain customers, more difficult. In addition, the new Trump Administration in the United States has suggested it may introduce different regulatory treatment for digital assets, including Bitcoin, that are mined within the United States compared to those that are mined outside of the United States. As a result, we may face increased competition specifically within the United States for low-cost energy and mining hardware from those attempting to benefit from any potential favorable treatment from mining within the United States.
Previous report
Market Events Impacting the Digital Asset Industry
Previous report
In the past, market events in the digital asset industry have negatively impacted market sentiment towards the broader digital asset industry. There have also been declines from time to time in the value of digital assets generally, including the value of Bitcoin, in connection with these events, which have impacted the Group from a financial and operational perspective. We expect that any such declines that may occur in the future would also impact the business and operations of the Group, and if such declines are significant, they could result in reduced revenue and operating cash flows and net operating losses, and could also negatively impact our ability to raise additional financing.
Previous report
Market Events Impacting Digital Asset Trading Platforms
Previous report
In the past, market events in the digital asset markets have involved and/or impacted certain digital asset trading platforms. As previously described, the mining pools, that we utilize for the purposes of our Bitcoin mining, currently transfer the Bitcoin we mine to Kraken, a digital asset trading platform, on a daily basis. Such Bitcoin is then exchanged for fiat currency on the Kraken exchange or via its over-the-counter trading desk on a daily basis.
Previous report
Because we currently exchange the Bitcoin we mine for fiat currency on a daily basis, we believe we have limited exposure to fluctuations in the value of Bitcoin with respect to the Bitcoin that we mine once we have mined such Bitcoin. In addition, we currently aim to withdraw fiat currency proceeds from Kraken on a daily basis and transfer such proceeds to one or more of our banks or other financial institutions. As a result, we have only limited amounts of Bitcoin and fiat currency with Kraken at any time, and accordingly we believe we have limited exposure to potential risks related to excessive redemptions or withdrawals of digital assets or fiat currencies from, or suspension of redemptions or withdrawals of digital assets or fiat currencies from, Kraken, or any other digital asset trading platform or custodian we may use in the future for purposes of liquidating the Bitcoin we mine on a daily basis. However, if Kraken, or any such other digital asset trading platform or custodian suffers excessive redemptions or withdrawals of digital assets or fiat currencies, or suspends redemptions or withdrawals of digital assets or fiat currencies, as applicable, any Bitcoin we have transferred to such platform that has not yet been exchanged for fiat currency, as well as any fiat currency that we have not yet withdrawn, as applicable, would be at risk.
Previous report
In addition, if any such event were to occur with respect to Kraken or any such other digital asset trading platform or custodian we utilize to liquidate the Bitcoin we mine, we may be required to, or may otherwise determine it is appropriate to, or if for any reason we decide to, switch to an alternative digital asset trading platform and/or custodian, as applicable. We do not currently use any other digital asset trading platforms or custodians to liquidate the Bitcoin we mine. While we expect to continue to utilize Kraken, there are numerous alternative digital asset trading platforms that operate exchanges and/or over-the-counter trading desks with similar functionality to Kraken, and there are also several alternative funds transfer arrangements for facilitating the transfer of fiat currency proceeds from Kraken either with or without the use of a third-party custodian. We have onboarded Coinbase as an alternative digital asset trading platform to liquidate Bitcoin that we mine, although we have not utilized the Coinbase platform as of December 31, 2025. We may explore opportunities with alternative digital asset trading platforms, over-the-counter trading desks and custodians, and believe we have the ability to switch to Coinbase or alternative digital asset trading platforms and/or funds transfer arrangements to liquidate Bitcoin we mine and transfer the fiat currency proceeds without material expense or delay. As a result, we do not believe our business is substantially dependent on the Kraken digital asset trading platform.
Previous report
However, digital asset trading platforms and third-party custodians, including Kraken, are subject to a number of risks outside our control which could impact our business. In particular, during any intervening period in which we are switching digital asset trading platforms and/or third-party custodians, we could be exposed to credit risk with respect to any Bitcoin or fiat currency held by them. In addition, we could be exposed to fluctuations in the value of Bitcoin with respect to the Bitcoin that we mine during such period or that was previously mined but has not yet been exchanged for fiat currency.
Previous report
Net electricity costs
Previous report
Total net electricity costs, net electricity costs - Bitcoin Mining and net electricity costs per Bitcoin mined are not presented in accordance with GAAP. Total net electricity costs is defined as the sum of electricity charges, demand response program income, demand response program fees, realized gain (loss) on financial instruments - electricity financial assets, excluding a one-off liquidation payment incurred in August 2024 resulting from the transition to spot pricing at the Group’s site at Childress and the reversal of the unrealized loss recorded on fixed price contracted amounts outstanding at June 30, 2024. Electricity charges are disclosed in cost of revenue (as described in Note 3 of the unaudited condensed consolidated financial statements included in this Quarterly Report). The liquidation payment and reversal of the unrealized loss are included in the realized gain (loss) on financial instruments (as described in more detail in Note 8 of the unaudited condensed consolidated financial statements included in this Quarterly Report), while demand response program income is included in other operating income and demand response program fees are included in selling, general and administrative expenses (as described in more detail in Note 4 of the unaudited condensed consolidated financial statements included in this Quarterly Report). Total net electricity costs exclude the cost of RECs. Net electricity costs - Bitcoin Mining is defined as Total net electricity costs less electricity costs attributable to AI Cloud Services as disclosed in cost of revenue - AI Cloud Services (as described in Note 3 of the unaudited condensed consolidated financial statements included in this Quarterly Report). Net electricity costs per Bitcoin mined is defined as Net electricity costs - Bitcoin Mining divided by the total Bitcoin mined for the relevant fiscal period. A key measure of the performance factor of our business is our ability to secure low-cost power, and similarly a key measure of the performance of our Bitcoin mining operations is the amount of power used to mine each Bitcoin. Total net electricity costs, net electricity costs - Bitcoin Mining and net electricity costs per Bitcoin mined allows us to measure the costs of electricity of our business on a current basis and we believe provides a useful tool for comparison to our competitors in a similar industry. We believe total net electricity costs, net electricity costs - Bitcoin Mining and net electricity costs per Bitcoin mined are a useful metrics for assessing operating performance, including any gain/(loss) on the electricity purchased and subsequently resold, and earnings for our participation in demand response programs.
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Reworded paragraphs (70)
Previous wording
We are a leading provider of AI Cloud Services, delivering large-scale GPU clusters for AI training and inference. Our vertically integrated platform is underpinned by an expansive portfolio of grid-connected land and data centers in renewable-rich regions across the U.S. and Canada.
Current wording
We are a vertically integrated provider of AI Cloud Services, delivering large-scale data centers and GPU clusters for AI training and inference. Our platform is underpinned by an expansive portfolio of grid-connected land and power in renewable-rich regions across the globe.
Previous wording
We have seven data center sites with executed grid connection agreements or letters of agreement representing approximately 4,500MW of total power capacity: three in Texas, United States, namely Childress, Sweetwater 1 and Sweetwater 2, three in British Columbia, Canada, namely Canal Flats, Mackenzie and Prince George, and one in Oklahoma, United States.
Current wording
We have seven data center sites with executed grid connection agreements, letters of agreement or equivalents, representing 4,510MW of total power capacity: three in Texas, United States, namely Childress (750MW), Sweetwater 1 (1,400MW) and Sweetwater 2 (600MW), one in Oklahoma (1,600MW), United States, and three in British Columbia, Canada, namely Canal Flats (30MW), Mackenzie (80MW) and Prince George (50MW). Our data centers are currently powered by 100% renewable energy (whether from clean or renewable energy sources or through the purchase of renewable energy certificates (“RECs”)).
Previous wording
Our AI Cloud Services operations generate revenue by providing access to cloud-based GPU computing to customers for AI training and inference workloads. As of December 31, 2025, we had approximately 99,900 GPUs installed or on order for our data centers.
Current wording
Our AI Cloud Services operations generate revenue by providing access to cloud-based GPU computing to customers for AI training and inference workloads. As of March 31, 2026, we had approximately 150,000 GPUs installed or on order for our data centers.
Previous wording
Our Bitcoin Mining operations generate revenue by earning Bitcoin through a combination of Block rewards and transaction fees from the operation of our Bitcoin miners and exchanging these Bitcoin for fiat currencies such as USD or CAD. We typically liquidate all the Bitcoin we mine daily and therefore did not have any Bitcoin held on our balance sheet as of December 31, 2025. As of December 31, 2025, we had installed hashrate capacity of approximately 46 EH/s.
Current wording
Our Bitcoin mining operations generate revenue by earning Bitcoin through a combination of Block rewards and transaction fees from the operation of our Bitcoin miners and exchanging these Bitcoin for fiat currencies such as USD or CAD. We typically liquidate all the Bitcoin we mine daily and therefore did not have any Bitcoin held on our balance sheet as of March 31, 2026. As of March 31, 2026, we had installed hashrate capacity of approximately 38 EH/s.
Previous wording
We are also pursuing a strategy of expanding and diversifying our revenue sources into other HPC and AI services beyond AI Cloud Services, including through the development of purpose-built AI data centers for colocation.
Current wording
We are also pursuing a strategy of expanding and diversifying our revenue sources into other HPC and AI services beyond AI Cloud Services, including through re-purposing data centers historically used for Bitcoin mining.
Previous wording
Our cash and cash equivalents were $3,260.6 million as of December 31, 2025. Our total revenue was $184.7 million and $116.1 million for the three months ended December 31, 2025 and 2024, respectively, and $425.0 million and $168.9 million for the six months ended December 31, 2025 and 2024, respectively. We generated net income (loss) of $(155.4) million and $(21.9) million for the three months ended December 31, 2025 and 2024, respectively, and $229.2 million and $(73.6) million for the six months ended December 31, 2025 and 2024, respectively.
Current wording
Our cash and cash equivalents were $2,213.3 million as of March 31, 2026. Our total revenue was $144.8 million and $144.8 million for the three months ended March 31, 2026 and 2025, respectively, and $569.8 million and $313.7 million for the nine months ended March 31, 2026 and 2025, respectively. We generated net income (loss) of $(247.8) million and $(16.1) million for the three months ended March 31, 2026 and 2025, respectively, and $(18.6) million and $(89.7) million for the nine months ended March 31, 2026 and 2025, respectively.
Previous wording
We generated EBITDA of $(243.9) million and $17.3 million for the three months ended December 31, 2025 and 2024, respectively, and $418.8 million and $(1.4) million for the six months ended December 31, 2025 and 2024, respectively. We generated Adjusted EBITDA of $75.3 million and $62.4 million for the three months ended December 31, 2025 and 2024, respectively, and $167.0 million and $64.9 million for the six months ended December 31, 2025 and 2024, respectively. EBITDA and Adjusted EBITDA are financial measures not defined by GAAP. For a definition of EBITDA and Adjusted EBITDA, an explanation of our management’s use of these measures and a reconciliation of EBITDA and Adjusted EBITDA to loss after income tax expense, see “Key Indicators of Performance and Financial Conditions”.
Current wording
We generated EBITDA of $(139.8) million and $38.4 million for the three months ended March 31, 2026 and 2025, respectively, and $279.0 million and $37.0 million for the nine months ended March 31, 2026 and 2025, respectively. We generated Adjusted EBITDA of $59.5 million and $83.1 million for the three months ended March 31, 2026 and 2025, respectively, and $226.5 million and $148.0 million for the nine months ended March 31, 2026 and 2025, respectively. EBITDA and Adjusted EBITDA are financial measures not defined by GAAP. For a definition of EBITDA and Adjusted EBITDA, an explanation of our management’s use of these measures and a reconciliation of EBITDA and Adjusted EBITDA to loss after income tax expense, see “Key Indicators of Performance and Financial Conditions”.
Previous wording
As of December 31, 2025, 71% and 29% of the Company’s non-current assets were located in the United States of America and Canada, respectively.
Current wording
As of March 31, 2026, 70% and 30% of the Company’s non-current assets were located in the United States of America and Canada, respectively.
Previous wording
On November 2, 2025, the Group entered into a purchase agreement with Dell Marketing L.P. (“Dell”) pursuant to which Dell will supply to the Group GPUs and ancillary products and services, scheduled to be delivered in four tranches during 2026 (commencing March 2026), for an aggregate purchase price of approximately $5.8 billion payable in installments within 30 days of each tranche shipping (the “Dell Purchase Agreement”). The number of GPU server racks are expected to be equal across all four tranches. The Dell Purchase Agreement contains customary representations, warranties, covenants, indemnities and termination rights. The Company has agreed to provide an unconditional parent guarantee with respect to the obligations under the Dell Purchase Agreement.
Current wording
On March 4, 2026, the Group and Dell Marketing L.P. (“Dell USA”) entered into purchase documentation (the “Dell USA Purchase Agreement” and, together with the Dell Canada Purchase Agreement, the “Dell Purchase Agreements”) pursuant to which Dell USA will supply to the Group GPUs and ancillary products and services, scheduled to be delivered in phases during the second half of calendar year 2026, for an aggregate purchase price of approximately $1.2 billion payable in installments within 30 days of each tranche shipping, subject to rights to adjust the price based on independent review due to certain cost increases.
Previous wording
Our growth strategies include pursuing a strategy to expand and diversify our revenue streams into new markets. Pursuant to that strategy, we are increasing our focus on diversification into HPC and AI services, including the provision of AI Cloud Services and potential colocation services. We believe we may be able to leverage our existing infrastructure and expertise to continue to expand our HPC and AI Cloud Services offering and target a range of customers across various sectors. We are pursuing a strategy of replacing ASICs for Bitcoin mining with GPUs and/or contracts for HPC and AI services at some of our data centers. We are advancing the design of direct-to-chip liquid cooling systems, including to support an initial IT load of up to 200MW (based on rack density of 200kW, subject to customer requirements) liquid-cooled deployment at Childress. As we enter into new markets for HPC and AI services, we will face new sources of competition, new business models and new customer relationships. Our ability to secure and retain customers on commercially reasonable terms or at all, and specifically our ability to attract and retain customers under contracts that generate recurring revenue, will affect our expansion into HPC and AI services. Our strategy may not be successful as a result of a number of factors described under “Item 1A. Risk Factors—Risks Related to Our Business—Our increased focus on HPC and AI services may not be successful and may result in adverse consequences to our business, results of operations and financial condition” in our Annual Report. Our efforts to diversify our revenue streams may distract management, require significant additional capital, expose us to new competition and market dynamics, and increase our cost of doing business.
Current wording
Our growth strategy includes continuing to expand our AI Cloud Services business. We believe our vertically integrated platform, including our existing infrastructure and expertise, will allow us to continue to expand our offerings and target a range of customers across various sectors. As we enter into new markets for HPC and AI services, we will face new sources of competition, new business models and new customer relationships.
Previous wording
Ability to Secure Low-Cost Electricity and Timely Grid Connections, Particularly Renewable Power
Current wording
Ability to Secure Low-Cost Electricity and Timely Grid Connections
Previous wording
The price we pay for electricity depends on numerous factors including sources of generation, regulatory environment, electricity market structure, commodity prices, transmission cost allocation, instantaneous supply/demand balances, counterparty and procurement method. These factors may be subject to change over time and result in increased power costs. In regulated markets, such as in British Columbia, suppliers of renewable power rely on regulators to approve raises in rates, resulting in fluctuations subject to requests for rate increases and their approval thereof; in markets that are largely deregulated, such as in Texas, prices of renewable power in the competitive market within ERCOT will fluctuate within the wholesale market alongside sources of electricity from non-renewable resources, which is often driven by price fluctuations in commodities such as natural gas. In addition, developments in the United States, including actions taken by the new Trump Administration, such as a series of executive orders aimed at, among other things, pausing approvals of wind power projects, pausing funding of programs aimed at promoting renewable energy and increasing oil and gas production, as well as the Department of Energy’s cancellation of certain grants for clean energy projects, signal a policy shift away from supporting renewable energy production. Likewise, the One Big Beautiful Bill Act decreases or eliminates certain tax credits available for new renewable generation projects, which could result in fewer such projects being constructed and lead to increases in electricity prices as demand increases. There have also been legislative proposals and other legal developments targeting renewable energy and large electrical loads in certain states, including Texas. While the impacts of these actions and any future developments cannot be fully predicted at this time, any reductions or modifications to, or the elimination of, laws, programs or incentives that provide electricity to Bitcoin miners or HPC and AI services operators or that support renewable energy, or the implementation of more arduous requirements for renewable energy projects, could potentially limit the availability of, and increase the costs we incur for, electricity, including renewable energy, in the United States.
Current wording
The price we pay for electricity depends on numerous factors including sources of generation, the regulatory environment, electricity market structure, commodity prices, transmission cost allocation, instantaneous supply/demand balances, counterparty and procurement method. These factors may be subject to change over time and result in increased power costs. Governmental and regulatory actions affecting renewable power development, large load interconnections or electricity supply to data center operators could also limit the availability of, or increase the costs we incur for, electricity in certain markets.
Previous wording
Certain governments and regulators are increasingly focused on the energy and environmental impact of HPC and AI services and Bitcoin mining. This has led, and could lead, to new governmental measures regulating, restricting or prohibiting the use of electricity for HPC and AI services and Bitcoin mining, or HPC and AI services and Bitcoin mining generally or could result in increased power costs for these types of power consumers. See “Item 1A. Risk Factors—Any electricity outage, non-supply or limitation of electricity supply, including as a result of political pressures or regulations, may result in material impacts to our operations and financial performance,” “Part 1. Item 1.A. Risk Factors—Risks Related to Our Business—Our growth strategy may take significant time and expenditure to implement and our efforts may not be successful” and “Item 1A. Risk Factors—Risks Related to Regulations and Regulatory Frameworks—Bitcoin mining and HPC and AI services are energy-intensive, which may restrict the geographic locations of miners and operations, in particular, to locations with renewable sources of power. Government regulators and utilities may potentially restrict the ability of electricity suppliers to provide electricity to Bitcoin miners or HPC and AI service providers, including us, or Bitcoin mining or HPC and AI services generally” in our Annual Report. For example, the British Columbia Court of Appeal has recently upheld the Government of British Columbia’s moratorium on new and early-stage BC Hydro connection requests from cryptocurrency mining projects and the State of Texas has introduced, and may introduce, new laws and regulations that impose new processes and requirements relating to the interconnection of facilities of large electrical loads to the ERCOT grid which include, among other things, voltage ride-through and/or frequency ride-through requirements. In December 2025, ERCOT announced that it was amending the approval process for large load interconnection requests. ERCOT is in the process of designing and implementing a process that will batch multiple large load interconnection requests together to determine system impacts of multiple projects at once to establish transmission needs for load customers in that batch. Furthermore, increasing demand for energy is contributing to heightened complexity and additional constraints in energy markets including load ramp requirements by utilities or grid operators, which may not align with the Company’s planned data center development and commissioning timelines. Shorter ramp schedules could result in financial penalties or loss of available capacity if required load thresholds are not met, while longer ramp schedules could delay the energization of data centers and associated operations. Any such misalignment between required load ramps and operational timing could have adverse effects on the Company’s business, financial condition, and results of operations.
Current wording
Furthermore, increasing demand for energy is contributing to heightened complexity and additional constraints in energy markets including load ramp requirements by utilities or grid operators, which may not align with the Company’s planned data center development and commissioning timelines. Shorter ramp schedules could result in financial penalties or loss of available capacity if required load thresholds are not met, while longer ramp schedules could delay the energization of data centers and associated operations. Any such misalignment between required load ramps and operational timing could have adverse effects on the Company’s business, financial condition, and results of operations.
Previous wording
Global economic and geopolitical conditions have been increasingly volatile due to factors such as trade restrictions, inflation, rising interest rates and supply chain disruptions. The impacts of inflation have resulted in increased operating expenses as we grow and develop our managerial, operational and financial resources and systems, consistent with its impact on the general economy. If our costs, in particular labor, information systems, technology, hardware and utilities costs, were to become subject to significant inflationary pressures, we might not be able to effectively mitigate such higher costs. In addition, inflation may impact our ability to obtain financing for future capital expenditures at a price that is acceptable. Our inability or failure to do so could adversely affect our business, financial condition, and results of operations.
Current wording
Global economic and geopolitical conditions have been increasingly volatile due to factors such as trade restrictions, inflation, rising interest rates and supply chain disruptions, heightened geopolitical tensions, armed conflicts and the potential for further armed conflict, which may impact global supply chains, energy markets and the availability and cost of critical infrastructure and technology components. The impacts of inflation have resulted in increased operating expenses as we grow and develop our managerial, operational and financial resources and systems, consistent with its impact on the general economy. If our costs, in particular labor, information systems, technology, hardware and utilities costs, were to become subject to significant inflationary pressures, we might not be able to effectively mitigate such higher costs. In addition, inflation and broader macroeconomic conditions may impact our ability to obtain sufficient financing for future capital expenditures and at a price that is acceptable. Our inability or failure to do so could adversely affect our business, financial condition, and results of operations.
Previous wording
While we are in the process of expanding and diversifying our revenue sources to include AI Cloud Services, we currently derive our revenues primarily from Bitcoin mining. We earn rewards from Bitcoin mining that are paid in Bitcoin. We currently liquidate rewards that we earn from mining Bitcoin in exchange for fiat currencies such as USD or CAD, typically on a daily basis. Because the rewards we earn from mining Bitcoin are paid in Bitcoin, our operating and financial results are tied to fluctuations in the value of Bitcoin. In addition, positive or negative changes in the global hashrate impact mining difficulty and therefore the rewards we earn from mining Bitcoin may as a result materially affect our revenue and margins.
Current wording
Because the rewards we earn from mining Bitcoin are paid in Bitcoin, fluctuations in the value of Bitcoin directly affect our revenue and margins. In addition, changes in global hashrate affect mining difficulty and therefore the rewards we earn from mining Bitcoin. The periodic halving of Bitcoin block rewards also reduces the Bitcoin earned relative to hashrate capacity over time.
Previous wording
Key operating and financial metrics that we use, in addition to our GAAP unaudited condensed consolidated financial statements, to assess the performance of our business are set forth below for the three and six months ended December 31, 2025 and 2024, include:
Current wording
Key operating and financial metrics that we use, in addition to our GAAP unaudited condensed consolidated financial statements, to assess the performance of our business are set forth below for the three and nine months ended March 31, 2026 and 2025, include:
Previous wording
(3)Debt conversion inducement expense of $111.8 million for the three and six months ended December 31, 2025. See “Results of Operations—Comparison of the three months ended December 31, 2025 and 2024 —Debt conversion inducement expense” and “Results of Operations—Comparison of the six months ended December 31, 2025 and 2024 —Debt conversion inducement expense” for further information on Debt conversion inducement expense.
Current wording
(3)Debt conversion inducement expense of $111.8 million for the nine months ended March 31, 2026. See “Results of Operations—Comparison of the nine months ended March 31, 2026 and 2025 —Debt conversion inducement expense” for further information on Debt conversion inducement expense.
Previous wording
(4)(Increase) decrease in fair value of assets held for sale for the three months ended December 31, 2025 and 2024 was $6.4 million and $(0.5) million, respectively, and $6.4 million and $2.1 million for the six months ended December 31, 2025 and 2024, respectively. See “Results of Operations—Comparison of the three months ended December 31, 2025 and 2024 —Increase (decrease) in fair value of assets held for sale ” and “Results of Operations—Comparison of the six months ended December 31, 2025 and 2024 —Increase (decrease) in fair value of assets held for sale ”for further information.
Current wording
(4)(Increase) decrease in fair value of assets held for sale for the three months ended March 31, 2026 and 2025 was $2.0 million and $0.1 million, respectively, and $8.5 million and $2.2 million for the nine months ended March 31, 2026 and 2025, respectively. See “Results of Operations—Comparison of the three months ended March 31, 2026 and 2025 —Increase (decrease) in fair value of assets held for sale ” and “Results of Operations—Comparison of the nine months ended March 31, 2026 and 2025 —Increase (decrease) in fair value of assets held for sale” for further information.
Previous wording
(5)Impairment of assets for the three months ended December 31, 2025 and 2024, was $31.8 million and $— million, respectively, and $48.0 million and $6.9 million for the six months ended December 31, 2025 and 2024, respectively. See “Results of Operations—Comparison of the three months ended December 31, 2025 and 2024 —Impairment of assets” and “Results of Operations—Comparison of the six months ended December 31, 2025 and 2024 —Impairment of assets” for further information.
Current wording
(5)Impairment of assets for the three months ended March 31, 2026 and 2025, was $140.4 million and $— million, respectively, and $188.4 million and $6.9 million for the nine months ended March 31, 2026 and 2025, respectively. See “Results of Operations—Comparison of the three months ended March 31, 2026 and 2025 —Impairment of assets” and “Results of Operations—Comparison of the nine months ended March 31, 2026 and 2025 —Impairment of assets” for further information.
Previous wording
The following table summarizes our results of operation, disclosed in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended December 31, 2025 and 2024.
Current wording
The following table summarizes our results of operation, disclosed in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended March 31, 2026 and 2025.
Previous wording
Our Bitcoin Mining revenue for the three months ended December 31, 2025 and 2024, was $167.4 million and $113.5 million, respectively. This revenue was generated from the mining and sale of 1,664 and 1,347 Bitcoin during the three months ended December 31, 2025 and 2024, respectively. The increase in revenue is primarily due to a $23.0 million increase attributable to the increase in the average Bitcoin price and $30.9 million increase attributable to the increase in Bitcoin mined during the three months ended December 31, 2025, reflecting the increase in average operating hashrate, which was partially offset by the increase in the implied global hashrate during the same period. Average operating hashrate increased to 43.0 EH/s for the three months ended December 31, 2025 as compared to 22.7 EH/s for the three months ended December 31, 2024.
Current wording
Our Bitcoin mining revenue for the three months ended March 31, 2026 and 2025, was $111.2 million and $141.2 million, respectively. This revenue was generated from the mining and sale of 1,450 and 1,514 Bitcoin during the three months ended March 31, 2026 and 2025, respectively. The decrease in revenue is primarily due to lower average Bitcoin price, which reduced revenue by $25.8 million, and a decrease in total Bitcoin mined, which reduced revenue by $4.2 million during the three months ended March 31, 2026. The decrease in Bitcoin mined reflects an increase in the implied global hashrate, partly offset by growth in our average operating hashrate. Our average operating hashrate increased to 36.0 EH/s for the three months ended March 31, 2026 as compared to 29.4 EH/s for the three months ended March 31, 2025.
Previous wording
Our AI Cloud Services revenue for the three months ended December 31, 2025 and 2024, was $17.3 million and $2.7 million, respectively. This increase was primarily due to an increase in AI Cloud Services customers and contracts, as a result of continued capacity expansion.
Current wording
Our AI Cloud Services revenue for the three months ended March 31, 2026 and 2025, was $33.6 million and $3.6 million, respectively. This increase was primarily due to an increase in AI Cloud Services customers and contracts, as a result of continued capacity expansion.
Previous wording
Cost of revenue - Bitcoin Mining consist of electricity charges, employee benefits, and other direct expenses incurred in generating Bitcoin mining revenue. Cost of revenue - Bitcoin Mining for the six months ended December 31, 2025 and
Current wording
Cost of revenue - Bitcoin mining consist of electricity charges, employee benefits, and other direct expenses incurred in generating Bitcoin mining revenue. Cost of revenue - Bitcoin mining for the three months ended March 31, 2026 and 2025 was $35.3 million and $41.6 million, respectively. This decrease was primarily due to a $8.7 million decrease in electricity costs, due primarily to lower electricity spot prices during the three months ended March 31, 2026, offset by a $1.8 million increase in employee benefits as a result of increased site headcount.
Previous wording
Cost of revenue - AI Cloud Services consist of electricity charges, employee benefits, and other direct expenses incurred in generating AI Cloud Services. Cost of revenue - AI Cloud Services for the three months ended December 31, 2025 and 2024 was $2.4 million and $0.3 million, respectively. This increase was primarily due to an increase in employee benefits as a result of increased headcount, as well as continued capacity expansion.
Current wording
Cost of revenue - AI Cloud Services consist of electricity charges, employee benefits, and other direct expenses incurred in generating AI Cloud Services. Cost of revenue - AI Cloud Services for the three months ended March 31, 2026 and 2025 was $4.6 million and $0.3 million, respectively. This increase was primarily due to an increase in employee benefits as a result of increased headcount, as well as continued capacity expansion.
Previous wording
Selling, general and administrative expenses consist of employee benefits expense, RECs, site expenses (including property taxes), repairs and maintenance, stock-based compensation and professional fees, among other expenses. Selling, general and administrative expenses for the three months ended December 31, 2025 and 2024 was $100.8 million and $28.9 million, respectively. This increase includes a $6.4 million increase in accrued payroll tax expense relating to stock-based compensation awards, a $3.7 million increase in employee benefits expense related to a rise in the employee headcount as a result of expansion of business operations, a $1.3 million increase in the consumption of RECs as a result of higher operating capacity at the Childress site and a $50.3 million increase in stock-based compensation expense. The increase in stock-based compensation expense is primarily related to the October 2025 vesting of certain market-based RSUs and stock options and the resulting accelerated recognition of the remaining unrecognized compensation cost, the amortization of certain stock-based payment awards modified and awarded in the fourth quarter of the fiscal year 2025, and the amortization of RSUs issued to employees and directors during the first quarter of the fiscal year 2026. The increase in selling, general and administrative expenses also included a $5.7 million increase in professional fees, a $1.1 million increase in sponsorships and marketing, and a $1.7 million increase in property taxes as a result of the expansion of our business operations and ongoing expenses as a publicly listed company.
Current wording
Selling, general and administrative expenses consist of employee benefits expense, RECs, site expenses (including property taxes), repairs and maintenance, stock-based compensation and professional fees, among other expenses. Selling, general and administrative expenses for the three months ended March 31, 2026 and 2025 was $81.7 million and $29.1 million, respectively. This increase includes a $3.3 million increase in accrued payroll tax expense relating to stock-based compensation awards, a $6.3 million increase in employee benefits expense related to a rise in the employee headcount as a result of expansion of business operations, a $0.4 million increase in the consumption of RECs as a result of higher operating capacity at the Childress site and a $23.7 million increase in stock-based compensation expense. The increase in stock-based compensation expense is primarily related to the amortization of certain stock-based payment awards modified and awarded in the fourth quarter of the fiscal year 2025, and the amortization of RSUs issued to employees and directors during the first quarter of the fiscal year 2026. The increase in selling, general and administrative expenses also included a $1.5 million increase in professional fees, an $8.2 million increase in sponsorships and marketing, a $3.8 million increase in non-refundable provincial sales tax, and a $0.5 million increase in property taxes as a result of the expansion of our business operations and ongoing expenses as a publicly listed company.
Previous wording
Depreciation and amortization consist primarily of the depreciation of Bitcoin mining hardware, GPU hardware and data centers. Depreciation expense for the three months ended December 31, 2025 and 2024 was $99.2 million and $36.1 million respectively. This increase was primarily due to higher operating capacity at Childress compared to the three months ended December 31, 2024, and additional GPUs placed into service during the three months ended December 31, 2025.
Current wording
Depreciation and amortization consist primarily of the depreciation of Bitcoin mining hardware, GPU hardware and data centers. Depreciation expense for the three months ended March 31, 2026 and 2025 was $121.2 million and $47.3 million respectively. This increase was primarily due to higher operating capacity at Childress compared to the three months ended March 31, 2025, and additional GPUs placed into service during the nine months ended March 31, 2026.
Previous wording
Impairment of assets for the three months ended December 31, 2025 and 2024 was $31.8 million and nil, respectively. Impairment was primarily due to the S21 Pro miners during the three months ended December 31, 2025. 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 change to reduce their carrying amount to estimated fair value. See Note 9 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.
Current wording
Impairment of assets for the three months ended March 31, 2026 and 2025 was $140.4 million and nil, respectively. The impairment for the three months ended March 31, 2026 relates to Bitcoin miners, as well as certain IT and electrical equipment in Childress and British Columbia. This primarily reflects assets 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 March 31, 2026, resulting in a charge to reduce their carrying amount to estimated fair value. See Note 9 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.
Previous wording
The net gain (loss) on disposal of property and equipment for the three months ended December 31, 2025 and 2024 was nil and $(0.7) million, respectively. The net loss during the three months ended December 31, 2024 primarily relates to the loss recorded on the derecognition of Bitcoin mining hardware.
Current wording
The net gain (loss) on disposal of property and equipment for the three months ended March 31, 2026 and 2025 was $0.2 million and $1.5 million, respectively. The net gain during the three months ended March 31, 2026 and 2025 primarily relates to the gain recorded on the disposal of Bitcoin mining hardware.
Previous wording
Other operating expenses for the three months ended December 31, 2025 and 2024 was $5.5 million and $4.0 million, respectively. During the three months ended December 31, 2025, we incurred $5.5 million in transaction costs relating to the 2031 Capped Call Transactions, 2032 Capped Call Transactions and 2033 Capped Call Transactions. During the three months ended December 31, 2024, we incurred $1.5 million in transaction costs relating to the 2030 Capped Call Transactions and a $2.5 million provision for non-refundable GST, which was subsequently released during the year ended June 30, 2025.
Current wording
Other operating expenses for the three months ended March 31, 2026 and 2025 was $0.0 million and $1.9 million, respectively. During the three months ended March 31, 2025, we incurred a $1.9 million provision for non-refundable GST, which was subsequently released during the year ended June 30, 2025.
Previous wording
Other operating income for the three months ended December 31, 2025 and 2024 was $1.8 million and $3.1 million, respectively. This decrease is primarily due to $1.7 million insurance income received during the three months ended December 31, 2024, in relation to theft of mining hardware in transit, offset by a $0.4 million increase in demand response program income at the Group’s site at Childress during the three months ended December 31, 2025.
Current wording
Other operating income for the three months ended March 31, 2026 and 2025 was $4.8 million and $3.1 million, respectively. This increase is primarily due to a $1.1 million increase in demand response program income at the Group’s site at Childress during the three months ended March 31, 2026.
Previous wording
Interest income for the three months ended December 31, 2025 and 2024 was $15.8 million and $1.6 million, respectively. The increase in interest income was primarily related to an increase in average cash and cash equivalents balance in the quarter ended December 31, 2025 as compared to the quarter ended December 31, 2024.
Current wording
Interest income for the three months ended March 31, 2026 and 2025 was $21.8 million and $1.9 million, respectively. The increase in interest income was primarily related to an increase in average cash and cash equivalents balance in the quarter ended March 31, 2026 as compared to the quarter ended March 31, 2025.
Previous wording
Increase (decrease) in fair value of assets held for sale for the six months ended December 31, 2025 and 2024 was $(6.4) million and $(2.1) million, respectively. This decrease was related to the higher decrease in fair value of S21 Pro miners held for sale as at December 31, 2025, compared to the decrease in fair value of S19j Pro miners held for sale as at December 31, 2024. Refer to Note 9 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.
Current wording
Increase (decrease) in fair value of assets held for sale for the three months ended March 31, 2026 and 2025 was $(2.0) million and $(0.1) million, respectively. This decrease was related to a larger decrease in fair value of Bitcoin miners held for sale at March 31, 2026, as compared to the decrease in fair value of Bitcoin miners held for sale as at March 31, 2025. Refer to Note 9 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.
Previous wording
Unrealized gain (loss) on financial instruments for the three months ended December 31, 2025 and 2024 was $(107.4) million and $(32.3) million, respectively. The unrealized gain (loss) during the three months ended December 31, 2025 and 2024 related to the changes in fair value of the Capped Call Transactions and Prepaid Forward Transactions. Refer to Notes 8 and 10 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.
Current wording
Unrealized gain (loss) on financial instruments for the three months ended March 31, 2026 and 2025 was $(23.7) million and $(37.9) million, respectively. The unrealized gain (loss) during the three months ended March 31, 2026 related to the changes in fair value of the Capped Call Transactions, while the unrealized gain (loss) during the three months ended March 31, 2025 related to the changes in fair value of the Capped Call Transactions and Prepaid Forward Transactions. Refer to Notes 8 and 10 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.
Previous wording
Foreign exchange gain (loss) for the three months ended December 31, 2025 and 2024 was $1.9 million and $(4.6) million, respectively. The increase in the loss was primarily related to foreign exchange movements in the translation of monetary assets and liabilities held in currencies other than the functional currency of the company holding the monetary asset or liability.
Current wording
Foreign exchange gain (loss) for the three months ended March 31, 2026 and 2025 was $(1.9) million and $(0.3) million, respectively. The increase in the loss was primarily related to foreign exchange movements in the translation of monetary assets and liabilities held in currencies other than the functional currency of the company holding the monetary asset or liability.
Previous wording
Net income (loss) for the three months ended December 31, 2025 and 2024 was $(155.4) million and $(21.9) million respectively. The increase in net loss is primarily attributable to the increase in Unrealized loss on financial instruments, Selling, general and administrative expenses, Depreciation and amortization, Impairment of assets and Debt conversion inducement expense during the three months ended December 31, 2025, offset by increase in Total revenue.
Current wording
Net income (loss) for the three months ended March 31, 2026 and 2025 was $(247.8) million and $(16.1) million respectively. The increase in net loss is primarily attributable to the increase in Selling, general and administrative expenses, Depreciation and amortization, Impairment of assets and Finance expense, and decrease in Total revenue during the three months ended March 31, 2026, offset by the decrease in Unrealized loss on financial instruments and increase in Interest income.
Previous wording
Our Bitcoin Mining revenue for the six months ended December 31, 2025 and 2024, was $400.3 million and $163.1 million, respectively. This revenue was generated from the mining and sale of 3,703 and 2,160 Bitcoin during the six months ended December 31, 2025 and 2024, respectively. The increase in revenue is primarily due to a $75.1 million increase attributable to the increase in the average Bitcoin price and $161.4 million increase attributable to the increase in Bitcoin mined during the six months ended December 31, 2025, reflecting the increase in average operating hashrate, which was partially offset by the increase in the implied global hashrate during the same period. Average operating hashrate increased to 44.1 EH/s for the six months ended December 31, 2025 as compared to 17.5 EH/s for the six months ended December 31, 2024.
Current wording
Our Bitcoin mining revenue for the nine months ended March 31, 2026 and 2025, was $511.5 million and $304.3 million, respectively. This revenue was generated from the mining and sale of 5,153 and 3,674 Bitcoin during the nine months ended March 31, 2026 and 2025, respectively. The increase in revenue is primarily driven by higher average Bitcoin price, which increased revenue by $65.2 million and an increase in total Bitcoin mined, which increased revenue by $142.1 million during the nine months ended March 31, 2026. The increase in Bitcoin mined reflected the growth in our average operating hashrate, which was partially offset by the increase in the implied global hashrate. Our average operating hashrate increased to 41.4 EH/s for the nine months ended March 31, 2026 as compared to 21.4 EH/s for the nine months ended March 31, 2025.
Previous wording
Our AI Cloud Services revenue for the six months ended December 31, 2025 and 2024, was $24.6 million and $5.8 million, respectively. This increase was primarily due to an increase in AI Cloud Services customers and contracts, as a result of continued capacity expansion.
Current wording
Our AI Cloud Services revenue for the nine months ended March 31, 2026 and 2025, was $58.3 million and $9.4 million, respectively. This increase was primarily due to an increase in AI Cloud Services customers and contracts, as a result of continued capacity expansion.
Previous wording
Cost of revenue - Bitcoin Mining consist of electricity charges, employee benefits, and other direct expenses incurred in generating Bitcoin mining revenue. Cost of revenue - Bitcoin Mining for the three months ended December 31, 2025 and 2024 was $63.4 million and $32.0 million, respectively. This increase was primarily due to a $28.8 million increase in electricity costs, in line with the increase in average operating hashrate during the three months ended December 31, 2025 and a $2.0 million increase in employee benefits as a result of increased site headcount.
Current wording
Cost of revenue - Bitcoin mining consist of electricity charges, employee benefits, and other direct expenses incurred in generating Bitcoin mining revenue. Cost of revenue - Bitcoin mining for the nine months ended March 31, 2026 and 2025 was $178.6 million and $105.3 million, respectively. The increase was primarily due to a $66.2 million increase in electricity costs, in line with the increase in average operating hashrate during the same period and a $5.4 million increase in employee benefits as a result of increased site headcount.
Previous wording
Cost of revenue - AI Cloud Services consist of electricity charges, employee benefits, and other direct expenses incurred in generating AI Cloud Services. Cost of revenue - AI Cloud Services for the six months ended December 31, 2025 and 2024 was $3.1 million and $0.5 million, respectively. This increase was primarily due to an increase in employee benefits as a result of increased headcount, as well as continued capacity expansion.
Current wording
Cost of revenue - AI Cloud Services consist of electricity charges, employee benefits, and other direct expenses incurred in generating AI Cloud Services. Cost of revenue - AI Cloud Services for the nine months ended March 31, 2026 and 2025 was $7.7 million and $0.8 million, respectively. This increase was primarily due to an increase in employee benefits as a result of increased headcount, as well as continued capacity expansion.
Previous wording
Selling, general and administrative expenses consist of employee benefits expense, RECs, site expenses (including property taxes), repairs and maintenance, stock-based compensation and professional fees, among other expenses. Selling, general and administrative expenses for the six months ended December 31, 2025 and 2024 was $239.1 million and $54.1 million, respectively. This increase includes a $38.0 million increase in accrued payroll taxes relating to stock-based compensation awards, a $7.0 million increase in employee benefits expense primarily related to a rise in the employee headcount as a result of expansion of business operations, a $3.5 million increase in the consumption of RECs as a result of higher operating capacity at Childress site and a $114.5 million increase in stock-based compensation expense. The increase in stock-based compensation expense is primarily related to the September and October 2025 vesting of certain market-based RSUs and stock options and the resulting accelerated recognition of the remaining unrecognized compensation cost, the amortization of certain stock-based payment awards modified and awarded in the fourth quarter of the fiscal year 2025, and the amortization of RSUs issued to employees and directors during the six months ended December 31, 2025. The increase in selling, general and administrative expenses also included a $9.7 million increase in professional fees, a $3.6 million increase in sponsorships and marketing, a $1.4 million increase in insurance costs, and a $3.0 million increase in property taxes as a result of the expansion of our business operations and ongoing expenses as a publicly listed company.
Current wording
Selling, general and administrative expenses consist of employee benefits expense, RECs, site expenses (including property taxes), repairs and maintenance, stock-based compensation and professional fees, among other expenses. Selling, general and administrative expenses for the nine months ended March 31, 2026 and 2025 was $320.9 million and $83.2 million, respectively. This increase includes a $41.3 million increase in accrued payroll taxes relating to stock-based compensation awards, a $13.3 million increase in employee benefits expense primarily related to the increase in employee headcount as a result of expansion of business operations, a $3.9 million increase in the consumption of RECs as a result of higher operating capacity at Childress site and a $138.2 million increase in stock-based compensation expense. The increase in stock-based compensation expense is primarily related to the September and October 2025 vesting of certain market-based RSUs and stock options and the resulting accelerated recognition of the remaining unrecognized compensation cost, the amortization of certain stock-based payment awards modified and awarded in the fourth quarter of the fiscal year 2025, and the amortization of RSUs issued to employees and directors during the nine months ended March 31, 2026. The increase in selling, general and administrative expenses also included a $11.2 million increase in professional fees, a $11.9 million increase in sponsorships and marketing, a $2.1 million increase in insurance costs, a $5.0 million increase in non-refundable provincial sales tax, and a $3.4 million increase in property taxes as a result of the expansion of our business operations and ongoing expenses as a publicly listed company.
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Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Our ability to secure and retain customers on commercially reasonable terms or at all, and specifically our ability to attract and retain customers under contracts that generate recurring revenue, will affect our expansion into HPC and AI services. Our strategy may not be successful as a result of a number of factors described under “Item 1A. Risk Factors—Risks Related to Our Business—Our increased focus on HPC and AI services may not be successful and may result in adverse consequences to our business, results of operations and financial condition” in our Annual Report.
Current report — wording carried from elsewhere
2032, unless earlier converted or redeemed or repurchased by us, and the 2033 Convertible Notes will mature on June 1, 2033, unless earlier converted or redeemed or repurchased by us. As of March 31, 2026, there was $1.15 billion aggregate principal amount of 2032 Convertible Notes outstanding and $1.15 billion aggregate principal amount of the 2033 Convertible Notes outstanding.
Rearranged previous paragraphs (8)
Previous report — wording carried elsewhere
Additionally, on November 5, 2025, the Group entered into financing arrangements with Dell Financial Services to finance a portion of the Group’s GPU orders for Prince George. The facility provides $199.8 million of financing, structured as a 24-month lease. The lease includes a purchase option at the Group’s sole discretion, allowing the acquisition of the GPUs upon maturity of the lease for $1. The Company has agreed to provide a parent guarantee with respect to all payment obligations under this facility.
Previous report — wording carried elsewhere
We believe total net electricity costs, net electricity costs - Bitcoin Mining and net electricity costs per Bitcoin mined have limitations as an analytical tool. These measures should not be considered as alternatives to electricity charges as included in Cost of revenue, as applicable, determined in accordance with GAAP. They are supplemental measures of our operating performance only, and as a result you should not consider these measures in isolation from, or as a substitute analysis for, our electricity charges as determined in accordance with GAAP, which we consider to be the most comparable GAAP financial measure. Total net electricity costs, net electricity costs - Bitcoin Mining and net electricity costs per Bitcoin mined do not have any standardized meaning prescribed by GAAP and therefore are not necessarily comparable to similarly titled measures used by other companies, limiting their usefulness as a comparative tool.
Previous report — wording carried elsewhere
Realized gain (loss) recorded on financial instruments for the three months ended December 31, 2025 and 2024 was $(2.9) million and nil, respectively. Realized gain (loss) on financial instruments for the three months ended December 31, 2025 represents the loss on expired Bitcoin purchase options during the three months ended December 31, 2025. Refer to Note 10 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.
Previous report — wording carried elsewhere
2024 was $143.3 million and $63.6 million, respectively. This increase was primarily due to a $74.8 million increase in electricity costs, in line with the increase in average operating hashrate during the same period and a $3.6 million increase in employee benefits as a result of increased site headcount.
Previous report — wording carried elsewhere
Realized gain (loss) on financial instruments
Previous report — wording carried elsewhere
Debt conversion inducement expense for the six months ended December 31, 2025 and 2024 was $111.8 million and nil, respectively. The increase was primarily related to the induced conversion of a portion of the 2030 Convertible Notes and the 2029 Convertible Notes. Refer to Note 16 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.
Previous report — wording carried elsewhere
Refer to Note 14 to our unaudited condensed consolidated financial statements included in this Quarterly Report for further information.
Previous report — wording carried elsewhere
We are also pursuing a strategy of expanding and diversifying our revenue sources into other HPC and AI services beyond AI Cloud Services, including through the development of purpose-built AI data centers for colocation.