IREN Ltd

Other Events

Mirantis Acquisition

On May 4, 2026, IREN, Mirantis and Kube Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of IREN (“Merger Sub”) entered into an agreement and plan of merger (the “Merger Agreement”). On the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Mirantis (the “Merger”), and upon consummation of the Merger (the “Closing”), Merger Sub will cease to exist and Mirantis will become a direct wholly-owned subsidiary of IREN.

On the terms and subject to the conditions set forth in the Merger Agreement, IREN has agreed to acquire Mirantis for aggregate consideration of 13,673,894 Ordinary shares (the “Aggregate Consideration”), except that holders of shares of Mirantis capital stock that are unaccredited investors will receive their pro rata share of the Aggregate Consideration in cash in lieu of Ordinary shares based on a $45.66 share price of the Ordinary shares (being the closing price of our Ordinary shares as of Friday, May 1, 2026).

At the Closing, each outstanding option to purchase shares of Mirantis common stock, $0.001 par value (“Mirantis Shares”) under Mirantis’ equity incentive plans (i) that is vested and exercisable as of the Closing will be converted (x) in the case of options held by current Mirantis employees, into a number of fully-vested restricted stock units in respect of Ordinary shares based on their pro rata share of the Aggregate Consideration, (y) in the case of options held by accredited investors who are not current Mirantis employees, into their pro rata share of the Aggregate Consideration in Ordinary shares or (z) in the case of options held by non-accredited investors who are not current Mirantis employees, into a right to receive their pro rata share of the Aggregate Consideration in cash in lieu of Ordinary shares, and (ii) that is unvested as of the Closing will be forfeited and cancelled in their entirety (except as otherwise agreed by the parties in the case of certain specified individuals who may receive unvested restricted stock units in respect of Ordinary shares (“IREN RSUs”), with such vesting conditions mutually agreed between the parties). Following the Closing, the parties will mutually cooperate to determine the transfer restrictions that will apply to the IREN RSUs.

The Merger Agreement contains customary representations and warranties from IREN, Mirantis and the Merger Sub and each of the foregoing has agreed to customary covenants, including, among others, covenants relating to the conduct of its business prior to the closing. In addition, under the terms of the Merger Agreement, IREN will be required to file a registration statement covering the resale of the Ordinary shares to be issued to eligible Mirantis stockholders in the Merger.

The Closing is subject to customary closing conditions, including (among others) (i) the adoption of the Merger Agreement by the holders of the requisite number of shares of Mirantis capital stock (the “Requisite Stockholder Vote”), (ii) expiration or early termination of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and the receipt of certain other regulatory approvals, (iii) the absence of any law or governmental order making illegal or prohibiting the consummation of the Merger and the transactions contemplated thereby or causing the Merger and the transactions contemplated thereby to be rescinded following their consummation, (iv) the accuracy of the representations and warranties contained in the Merger Agreement (subject to customary materiality qualifiers) of the other party, (v) performance in all material respects by the other party of its covenants under the Merger Agreement and (vi) the absence of any material adverse effect on Mirantis.

The Merger Agreement may be terminated by IREN or Mirantis under certain circumstances, including (among others) (i) by mutual written consent, (ii) by either IREN or Mirantis if the Closing has not occurred on or before August 3, 2026, subject to extension under certain circumstances, (iii) the non-terminating party breaches the Merger Agreement such that certain closing conditions would not be satisfied, subject to a cure period, (iv) any law or order permanently enjoining the consummation of the Merger and the transactions contemplated thereby becomes final and non-appealable, or (iv) by IREN if (x) the Mirantis Board modified the board recommendation or (y) Mirantis fails to timely deliver to IREN the written consents from IREN stockholders sufficient to satisfy the Requisite Stockholder Vote.

At the closing of the acquisition of Mirantis, IREN intends to issue up to 13,673,894 Ordinary shares to certain stockholders of Mirantis as partial consideration for the acquisition of Mirantis. The issuance of the Ordinary shares will be made in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act in light of the character and number of Mirantis security holders that will receive Ordinary shares as part of the acquisition consideration, the disclosure afforded to such security holders and the absence of any general solicitation or advertising in connection with the Transactions.

Nostrum Group Acquisition

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 customary post-closing adjustment. The issuance of the Ordinary shares will be made in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act in light of the character and number of Nostrum Group security holders that will receive Ordinary shares as part of the acquisition consideration, the disclosure afforded to such security holders and the absence of any general solicitation or advertising in connection with the transaction.

NVIDIA Private Placement

On May 7, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with NVIDIA Corporation (the “Purchaser”). Pursuant to the Securities Purchase Agreement, the Company agreed to sell (the “Private Placement”) investment rights to purchase an aggregate of 30,000,000 Ordinary shares (the “Investment Rights”), subject to certain adjustments in accordance with the terms of the Investment Rights, in a private placement for aggregate gross proceeds of up to approximately $2.1 billion (if fully exercised and subject to any regulatory limitations). The Investment Rights will be exercisable at a purchase price of $70.00 per Ordinary share (the “Exercise Price”).

The Investment Rights will be exercisable in tranches that vest based on achieving certain volumes of deliveries of up to 600,000 NVIDIA GPUs, and may be exercised by the Purchaser at any time and from time to time on or after the issue date, subject to certain conditions, and will expire on May 7, 2031. Until the date that is six (6) months following the issue date, the Purchaser agrees that, without the prior written consent of the Company, it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, either the Investment Rights or the Ordinary shares that may be purchased pursuant to those Investment Rights.

The Private Placement is exempt from the registration requirements of the Securities Act, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The offer and sale of the Investment Rights and the Ordinary shares that may be purchased pursuant to those Investment Rights have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements of the Securities Act.

NVIDIA Cloud Services Agreement

On May 7, 2026, the Group entered into an agreement with NVIDIA Corporation (the “NVIDIA Cloud Services Agreement”), pursuant to which we will provide NVIDIA Corporation with dedicated GPU services at the Group’s data center facilities located in Childress, Texas over a five-year term. The GPU services will be made available to NVIDIA Corporation in three tranches targeted for deployment during 2027 (subject to extension in certain circumstances). The total contract value is approximately $3.4 billion through 2032. The GPU quantity and the estimated monthly payments are expected to be approximately equal across all three tranches.

The NVIDIA Cloud Services Agreement contains customary termination rights (including certain cure periods). The NVIDIA Cloud Services Agreement contains other customary provisions for an agreement of this nature, including service level commitments, service credits, representations and warranties, force majeure, indemnities and limitations of liability. The commencement of the parties’ obligations under the NVIDIA Cloud Services Agreement is subject to a delivery acceptance process.

The disclosure in this Item 5 will not be deemed an admission as to the materiality of any of the information included in this Item 5.