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IREN Ltd

For the period ended Jun 30, 2026. Filed Aug 27, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Aug 27, 2026

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

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Item 9B. Other Information

Annual General Meeting

The Company intends to hold its 2026 Annual General Meeting virtually at 4:30pm on November 24, 2026 (ET).

August 2026 Financing Agreements

On August 25, 2026, IE Mackenzie Compute Ltd. (the “Borrower”), a British Columbia corporation and wholly owned subsidiary of IREN Limited, entered into certain financing agreements, each dated August 25, 2026 (collectively, the “August 2026 Financing Agreements”), for an aggregate financing of approximately $2.4 billion, comprised of (i) an approximately $1.2 billion master financing and security agreement (the “MFSA”) between the Borrower, as borrower, Blue Owl Capital Corporation (“OBDC”), as administrative agent (in such capacity, the “Administrative Agent”), Blue Owl Capital Corporation, as collateral agent (in such capacity, the “Collateral Agent”), Blue Owl Capital Corporation, as intercreditor agent (in such capacity, the “Intercreditor Agent”), Blue Owl Capital Corporation, among others listed therein, as lenders party thereto (the “Lenders”); (ii) approximately $1.2 billion aggregate principal amount of the Borrower’s senior notes (the “Notes”) pursuant to a note purchase agreement (the “Note Purchase Agreement”) among the Borrower, as issuer (in such capacity, the “Issuer”), the Intercreditor Agent, the Collateral Agent, Blue Owl Capital Corporation as the note agent (in such capacity, the “Note Agent”), and Pacific Investment Management Company LLC as adviser to certain purchasers among others listed as purchasers therein (“Purchasers”); and (iii) an intercreditor agreement (the “Intercreditor Agreement”) among the Borrower, the Intercreditor Agent, the Administrative Agent, the Collateral Agent and each other person that may become party from time to time, which provides terms applicable to both the MFSA and the Note Purchase Agreement.

The August 2026 Financing Agreements finance GPUs and ancillary equipment owned by the Borrower and located at the Mackenzie data center facilities in British Columbia, Canada, which the Borrower expects to take delivery of in stages through to December 31, 2026. The financing is available as at date of signing and ending on December 31, 2026 (“Availability Period”). Upon acceptance of the relevant equipment the Borrower will submit a funding request pursuant to which it will borrow under the MFSA and issue Notes under the Note Purchase Agreement on a pro-rata basis.

Availability and Maturity

Borrowings under the MFSA and issuances of Notes will be made in stages and are available during the Availability Period. The maturity date for borrowings under the MFSA and Note issuance under the Note Purchase Agreement is the date falling 30 months after the funding date of the relevant borrowing under the MFSA or the funding date of the relevant Note issuance under the Note Purchase Agreement (as applicable).

Payments and Term

The Borrower’s payment obligations under the August 2026 Financing Agreements are absolute and unconditional. The Borrower may prepay the borrowings under the MFSA and Notes, in each case in whole or in part, subject to the prepayment terms set forth in the August 2026 Financing Agreements.

Borrowings under the MFSA bear interest at a per annum rate equal to 9.0%. The Notes will bear interest at a fixed rate of 9.0% per annum.

Principal amounts outstanding under each drawdown of the MFSA and each Note issuance amortize in accordance with applicable amortization schedules.

Guaranty and Security

On August 25, 2026, IREN Limited entered into a guaranty (the “Guaranty”) in favor of the Collateral Agent, pursuant to which IREN Limited unconditionally guarantees the Borrower’s payment obligations under the August 2026 Financing

Agreements, subject to the expiry of applicable cure periods therein. IREN Limited’s obligations under the Guaranty are limited to the payment obligations of the Borrower under the August 2026 Financing Agreements; IREN Limited does not guarantee performance of the Borrower’s other obligations under the August 2026 Financing Agreements. The Guaranty does not impose any financial maintenance covenants on IREN Limited and IREN Limited has not granted any security interest in any of its assets in connection with the August 2026 Financing Agreements or the Guaranty.

The obligations of the Borrower under the MFSA and the Note Purchase Agreement are secured by a first-priority security interest in the financed equipment and associated rights pursuant to a specific security agreement governed by laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia granted by the Borrower in favor of the Collateral Agent.

Covenants and Events of Default

The August 2026 Financing Agreements contain customary representations and warranties and covenants, including reporting obligations, restrictions on liens over the equipment, requirements as to the location, use, maintenance and insurance of the equipment, and restrictions on the incurrence of certain additional indebtedness by the Borrower and IREN Limited subject to certain permitted debt baskets and carve-outs (in relation to IREN Limited). The August 2026 Financing Agreements also contain events of default, including cross-default provisions with respect to payment defaults on other indebtedness of the Borrower, IREN Limited and certain of IREN Limited’s other subsidiaries above specified thresholds, subject to customary exceptions for non-recourse subsidiaries and applicable grace periods. The occurrence of an event of default could result in amounts outstanding under the August 2026 Financing Agreements becoming or being declared due and payable and in enforcement against the equipment and other collateral. The Financing Agreements impose certain restrictions on the incurrence of additional indebtedness by the Parent and the Borrower subject to certain permitted debt baskets and pre-agreed carve-outs, and there is also a requirement that the Borrower remain a wholly owned subsidiary of IREN Limited.

The foregoing descriptions of the MFSA, the Note Purchase Agreement and the Guaranty do not purport to be complete and are qualified in their entirety by reference thereto. Copies of the MFSA, the Note Purchase Agreement and the Guaranty will be filed as exhibits to IREN Limited’s quarterly report on Form 10-Q for the fiscal quarter ending September 30, 2026.

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