IREN Ltd

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 March 31, 2026. As of March 31, 2026, we had installed hashrate capacity of approximately 38 EH/s.

Current wording

We continue to operate Bitcoin miners at certain of our data centers while we transition this data center capacity toward AI Cloud. We aim to substantially complete this transition by December 31, 2026 with immaterial Bitcoin mining operations expected to continue through calendar year 2027. We generate Bitcoin mining revenue by contributing computing power, or hashrate, to the Bitcoin network and receiving a share of block rewards and transaction fees, 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 September 30, 2026. As of September 30, 2026, our installed Bitcoin mining capacity was approximately 7.9 EH/s, representing approximately 180MW of data center capacity.

Previous wording

See “Part II. Item 5. Other Information” in this Quarterly Report for additional information.

Current wording

See “—Liquidity and Capital Resources—GPU Financing 2.0” and Note 19. Debt to our unaudited condensed consolidated financial statements in this Quarterly Report, and Part II, Item 9B. Other Information, “August 2026 Financing Agreements” in our Annual Report for additional information.

Previous 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.

Current wording

On September 28, 2026, IE US Hardware 5 LLC and IE US Hardware 6 LLC (together, the “Purchasers”) and Dell Marketing L.P. (“Dell USA”) entered into purchase documentation, including two purchase orders (the “Purchase Orders”) pursuant to which Dell USA will supply to the Purchasers GPUs and ancillary products and services for an aggregate purchase price of approximately $6.7 billion. Deliveries under the Purchase Orders are scheduled to be made in tranches commencing in the second half of calendar year 2027, with the purchase price payable in installments within 30 days of the shipment of each tranche, subject to limited rights to adjust the price due to certain cost increases.

Previous wording

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 wording

Each Purchase Order adopts, with applicable modifications, the terms of that certain Purchase Agreement between IE US Hardware 4 LLC (f/k/a IE US Hardware 4 Inc.) and Dell USA dated May 19, 2026 (the “Dell Purchase Agreement”). The Dell Purchase Agreement contains customary representations, warranties, covenants, indemnities and termination rights. The Company has agreed to unconditionally guarantee the obligations of the Purchasers under the Purchase Orders.

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, 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.

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. The impacts of inflation have resulted in increased operating expenses as we grow and develop our managerial, operational and financial capabilities and systems, consistent with the impacts of inflation on the general economy. If our costs, in particular labor, information system, technology, hardware and utility costs, were to become subject to significant inflationary pressures, we might not be able to effectively mitigate such higher costs. In addition, inflation and rising interest rates may impact our cost of capital and impact our ability to obtain financing for future capital expenditures on acceptable terms, or at all. Our inability or failure to mitigate inflationary pressures could adversely affect our business, financial condition, and results of operations.

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 nine months ended March 31, 2026 and 2025, 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:

Previous wording

EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin are not presented in accordance with GAAP.

Current wording

Adjusted EBITDA and Adjusted EBITDA Margin are not presented in accordance with GAAP.

Previous wording

Adjusted EBITDA is defined as EBITDA, further adjusted to exclude stock-based compensation, foreign exchange gain (loss), impairment of assets, certain other non-recurring income, gain (loss) on disposal of property, plant and equipment, unrealized fair value gain (loss) on financial instruments, debt conversion inducement expense, gain (loss) on partial extinguishment of financial liabilities, increase (decrease) in fair value of assets held for sale and certain other expense items. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Beginning in the fiscal year ended June 30, 2026, the Company has changed its definition of Adjusted EBITDA to exclude debt conversion inducement expense. This is a change from the presentation of Adjusted EBITDA in prior periods, and these adjustments did not have any impact on the calculation of Adjusted EBITDA in prior periods. We believe Adjusted EBITDA is a useful metric because it allows us to monitor the profitability of our business on a current basis and removes expenses which do not impact our ongoing profitability and which can vary significantly in comparison to other companies. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these items.

Current wording

Adjusted EBITDA is defined as net income (loss), excluding income tax (expense) benefit, finance expense, interest income, depreciation and amortization, stock-based compensation expense, foreign exchange gain (loss), impairment of assets, certain other non-recurring income, gain (loss) on disposal of property, plant and equipment, unrealized fair value gain (loss) on financial instruments, debt conversion inducement expense, gain (loss) on partial extinguishment of financial liabilities, increase (decrease) in fair value of assets held for sale and certain other expense items. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue.

Previous wording

We believe EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools. These measures should not be considered as alternatives to Net income (loss) and Net income (loss) margin, 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 net income (loss) as determined in accordance with GAAP, which we consider to be the most comparable GAAP financial measure. For example, we expect depreciation of our fixed assets will be a large recurring expense over the course of the useful life of our assets, and that stock-based compensation is an important part of compensating certain employees, officers and directors. EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin 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.

Current wording

Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools. These measures should not be considered as alternatives to net income (loss) and net income (loss) margin, 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 net income (loss) as determined in accordance with GAAP, which we consider to be the most comparable GAAP financial measure. For example, we expect depreciation of our fixed assets will be a large recurring expense over the course of the useful life of our assets, and that stock-based compensation is an important part of compensating certain employees, officers and directors. Adjusted EBITDA and Adjusted EBITDA Margin 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 wording

The following table shows a reconciliation of net income (loss) to EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin:

Current wording

The following table shows a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted EBITDA Margin:

Previous wording

(1)Net income (loss) margin is calculated as Net income (loss) divided by Revenue.

Current wording

(2)Net income (loss) margin is calculated as Net income (loss) divided by Revenue.

Previous wording

(8)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue.

Current wording

(3)Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by Revenue.

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 nine months ended March 31, 2026 and 2025.

Current wording

The following table summarizes our results of operations, disclosed in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended September 30, 2026 and 2025.

Previous 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.

Current wording

Our AI Cloud Services revenue for the three months ended September 30, 2026 and 2025, was $135 million and $7 million, respectively. The increase was driven by an increase in AI Cloud Services customers and contracts, as a result of continued capacity expansion, and by revenue contributed by Mirantis following its acquisition on August 3, 2026.

Previous 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.

Current wording

Our Bitcoin Mining revenue for the three months ended September 30, 2026 and 2025, was $28 million and $233 million, respectively. This revenue was generated from the mining and sale of 402 and 2,039 Bitcoin during the three months ended September 30, 2026 and 2025, respectively. The decrease was primarily due to the decrease in Bitcoin mined, which decreased revenue by $116 million, and a lower average Bitcoin price, which decreased revenue by $89 million. The decrease in Bitcoin mined reflected a reduction in our average operating hashrate as we continued our transition to AI Cloud operations. Our average operating hashrate decreased to 8.8 EH/s for the three months ended September 30, 2026 as compared to 45.3 EH/s for the three months ended September 30, 2025.

Previous 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.

Current wording

Cost of revenue - AI Cloud Services for the three months ended September 30, 2026 and 2025 was $17 million and $1 million, respectively. The increase primarily reflected growth in our AI Cloud Services customers and contracts, driven by continued capacity expansion, and the costs of services contributed by Mirantis following its acquisition on August 3, 2026.

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 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.

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 September 30, 2026 and 2025 were $217 million and $138 million, respectively. The increase included $33 million in higher stock-based compensation expense, primarily reflecting expense recognized on RSUs granted to employees and directors, together with expense attributable to the post-combination compensation component of Mirantis replacement awards. These increases were partially offset by the accelerated vesting of certain performance-based RSUs recognized in the first quarter of fiscal year 2026. Employee benefits expense increased by $24 million as headcount increased to support the expansion of our business operations. These employee related expense increases were partially offset by a $27 million decrease in accrued payroll taxes relating to stock-based compensation awards. Other increases included $13 million in professional fees, $8 million in sponsorships and marketing and $4 million in property taxes, reflecting the expansion of our business operations and ongoing costs associated with being 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 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.

Current wording

Depreciation and amortization consists primarily of depreciation of HPC hardware, data center infrastructure and Bitcoin mining hardware, amortization of right-of-use assets under finance leases and amortization of finite-lived intangible assets. Depreciation and amortization expense for the three months ended September 30, 2026 and 2025 was $148 million and $85 million, respectively. The increase primarily reflected higher operating capacity at Childress and additional GPUs placed into service during the three months ended September 30, 2026, together with amortization of certain intangible assets acquired through the Mirantis acquisition on August 3, 2026 and other acquired software licenses. The increase was partially offset by lower depreciation of Bitcoin mining hardware.

Previous 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.

Current wording

The net gain (loss) on disposal of property, plant and equipment for the three months ended September 30, 2026 and 2025 was $8 million and nil, respectively. The net gain during the three months ended September 30, 2026 primarily relates to the gain recorded on the disposal of Bitcoin mining hardware.

Previous 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.

Current wording

Other operating income for the three months ended September 30, 2026 and 2025 was $2 million and $4 million, respectively. The decrease was primarily due to lower demand response program income at our site at Childress during the three months ended September 30, 2026.

Previous wording

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 wording

Finance expense for the three months ended September 30, 2026 and 2025 was $73 million and $9 million, respectively. The increase was primarily related to higher principal amounts of outstanding convertible notes, debt facilities, lease liabilities and significant financing components associated with customer prepayments during the three months ended September 30, 2026 as compared to the quarter ended September 30, 2025. See Note 19 of the unaudited condensed consolidated financial statements included in this Quarterly Report for further information.

Previous 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.

Current wording

Interest income for the three months ended September 30, 2026 and 2025 was $51 million and $7 million, respectively. The increase in interest income was primarily related to an increase in our average cash, cash equivalents and restricted cash balance in the quarter ended September 30, 2026 as compared to the quarter ended September 30, 2025.

Previous 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.

Current wording

Increase (decrease) in fair value of assets held for sale for the three months ended September 30, 2026 and 2025 was $(21) million and nil, respectively. The decrease was related to the decrease in fair value of Bitcoin miners held for sale during the three months ended September 30, 2026. Refer to Note 11 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 nine months ended March 31, 2026 and 2025 was $533.9 million and $(70.2) million, respectively. The unrealized gain (loss) during the nine months ended March 31, 2026 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 September 30, 2026 and 2025 was $(28) million and $665 million, respectively. The unrealized loss during the three months ended September 30, 2026 related to changes in fair value of Capped Call Transactions, which include Capped Call Transactions entered into subsequent to September 30, 2025. Refer to Note 13 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 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.

Current wording

Foreign exchange gain (loss) for the three months ended September 30, 2026 and 2025 was $(4) million and $(5) million, respectively. The loss in each period primarily related to the foreign exchange movements in the translation and remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of the entity holding them.

Previous wording

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 wording

Income tax (expense) benefit for the three months ended September 30, 2026 and 2025 was $(2) million and $(191) million, respectively. The movement was primarily driven by changes in permanent differences and other discrete items between the two reporting periods.

Previous wording

Based on our current operating plans and business conditions, we believe that our existing cash and cash equivalents, expected cash flows from operations and proceeds from future financing activities will be sufficient to satisfy our anticipated liquidity requirements for the next 12 months and for the reasonably foreseeable future.

Current wording

As of September 30, 2026, we had cash and cash equivalents of $3,522 million. For the three months ended September 30, 2026, we had net income (loss) of $(263) million and net operating cash inflow of $529 million. Based on our current operating plans and business conditions, we believe that our existing cash and cash equivalents, expected cash flows from operations and proceeds from financing activities will be sufficient to satisfy our anticipated liquidity requirements for the next 12 months and for the reasonably foreseeable future.

Previous wording

Our liquidity outlook could be adversely affected by events that materially reduce our access to the capital markets or impair our production capabilities, including, but not limited to, our ability to maintain our existing operations, failure to effectively execute our growth strategies, the impact of Bitcoin halving events, significant increases in electricity costs not accompanied by corresponding increases in the price of Bitcoin, falling GPU rental rates, counterparty risks for AI Cloud contracts, and broader deteriorating macroeconomic conditions. Furthermore, we have generated significant negative cash flows from investing activities as we continue to support the growth of our AI Cloud Services segment. As part of this strategy, we are transitioning our British Columbia sites to support AI Cloud, while continuing to advance development and expansion initiatives across our broader data center portfolio. We anticipate making significant investments for the foreseeable future, including capital requirements associated with the Microsoft Agreement (see “Overview—AI Cloud Services”), which includes GPU acquisitions and the development of the “Horizon 1,” “Horizon 2,” “Horizon 3” and “Horizon 4” data center facilities. We also expect to continue progressing development activities at other sites to support this transition and broader growth plan. We expect these and other planned investments to require substantial additional capital to support the continued expansion in this segment.

Current wording

Our primary cash requirements have been for capital needs to support capital expenditure for the development and construction of our data center platform, and the purchase of GPUs, as well as investments in growth and development initiatives. We are a capital-intensive business that requires significant funding. Our liquidity outlook could be adversely affected by events that materially reduce our access to the capital markets or impair our production capabilities, including, but not limited to, our ability to maintain our existing operations, failure to effectively execute our growth strategies, falling GPU rental rates, counterparty risks for AI Cloud contracts, broader deteriorating macroeconomic conditions, the regulatory and sociopolitical environment related to data center development, and significant increases in costs. Furthermore, we have generated significant negative cash flows from investing activities as we continue to support the growth of our AI Cloud segment. As part of this strategy, we are transitioning our British Columbia and Childress sites to support AI Cloud, while continuing to advance development and expansion initiatives across our broader data center portfolio. We anticipate making significant investments for the foreseeable future, including capital requirements associated with the Microsoft Agreement and the NVIDIA Agreement, as well as GPU acquisitions and the development of additional data center capacity. We also expect to continue progressing development activities at other sites to support this transition and broader growth plan. We expect these and other planned investments to require substantial additional capital to support the continued expansion in this segment.

Previous wording

We continue to monitor funding markets for opportunities to raise additional unsecured and secured debt, equity or equity-linked capital to fund further capital or liquidity needs and our growth plans, and we are actively exploring alternative financings. Any such financings are subject to market conditions and there can be no assurance as to the structure, timing, amount or other terms of any such financing but any could be material.

Current wording

Our primary sources of liquidity and capital during the three months ended September 30, 2026 included available cash and cash equivalents, proceeds from sales under our at-the-market facility, proceeds from issuances of debt, GPU financing, and cash inflows from operations, including AI Cloud contract prepayments reflected in deferred revenue. Given constrained GPU supply and long lead times, we may commit to purchases of GPU and related hardware and commence the related site development in advance of arranging the related financing, and in certain cases in advance of executing customer contracts for the related capacity. We intend to fund our planned investments through a range of funding sources and financing initiatives, which may include customer prepayments, cash on hand, asset-backed GPU and data center financing facilities, equipment financing arrangements, convertible note issuances and equity issuances. We continue to monitor funding markets for opportunities to raise additional unsecured and secured debt, equity or equity-linked capital, at both the corporate and project levels, to support our capital and liquidity needs and growth plans. Any such financings are subject to market conditions and there can be no assurance as to the structure, timing, amount or other terms of any such financing, but any could be material.

Previous wording

We are party to an At Market Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co., Compass Point Research & Trading, LLC, Canaccord Genuity LLC, Citigroup Global Markets, Roth Capital Partners, LLC and Macquarie Capital (USA) Inc, to which Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC and Jefferies LLC were joined on March 4, 2026. Pursuant to the Sales Agreement, we may offer and sell our Ordinary shares from time to time in an amount not to exceed the lesser of the amount registered on an effective registration statement and for which we have filed a prospectus, and the amount authorized from time to time to be issued and sold under the Sales Agreement by the Board. As a result, we may increase the amount of our Ordinary shares that may be sold from time to time pursuant to the Sales Agreement in accordance with the terms of the Sales Agreement.

Current wording

We are party to an At Market Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co., Compass Point Research & Trading, LLC, Canaccord Genuity LLC, Citigroup Global Markets, Inc., Roth Capital Partners, LLC and Macquarie Capital (USA) Inc, to which Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC and Jefferies LLC were joined on March 4, 2026. Pursuant to the Sales Agreement, we may offer and sell our Ordinary shares from time to time in an amount not to exceed the lesser of the amount registered on an effective registration statement and for which we have filed a prospectus, and the amount authorized from time to time to be issued and sold under the Sales Agreement by the Board. As a result, we may increase the amount of our Ordinary shares that may be sold from time to time pursuant to the Sales Agreement in accordance with the terms of the Sales Agreement.

Previous wording

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 wording

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 September 30, 2026, the Company had issued 59,431,312 Ordinary shares under the new prospectus supplement generating an aggregate of approximately $3.0 billion in gross proceeds. See Note 20. Stockholders’ equity for further information.

Previous wording

In connection with each of the 2031 Convertible Notes offering, the 2032 Convertible Notes offering and the 2033 Convertible Notes offering (together, the “Convertible Notes”), we entered into Capped Call Transactions. The Capped Call Transactions are expected generally to reduce potential dilution to our Ordinary shares upon any conversion of each series of the Convertible Notes and/or offset any payments we are required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. The Capped Call Transactions will expire upon the maturity of the relevant series of Convertible Notes.

Current wording

In connection with each series of Convertible Notes, we entered into capped call transactions (the “Capped Call Transactions”) that are generally expected to reduce potential dilution to our Ordinary shares and/or offset payments in excess of the principal amount of converted notes, subject to a cap.

Previous wording

The following table sets forth a summary of our historical cash flows for the nine months ended March 31, 2026 and 2025 presented.

Current wording

The following table sets forth a summary of our historical cash flows for the three months ended September 30, 2026 and 2025.

Previous wording

Our net cash from (used in) operating activities was $289.3 million for the nine months ended March 31, 2026, compared to net income (loss) of $(18.6) million. The difference in net income (loss) to net cash from (used in) operating activities primarily reflects non-cash adjustments of $264.1 million, which is driven by unrealized (gain) loss on financial instruments of $(533.9) million, debt conversion inducement expense of $111.8 million, depreciation and amortization of $305.6 million, stock-based compensation expense of $162.1 million, and impairment of assets of $188.4 million. Other non-cash items, including realized gain (loss) on financial instruments, foreign exchange (gain) loss, amortization of debt issuance costs, change in fair value of assets held for sale and (gain) loss on disposal of property, plant and equipment, collectively contributed $30.0 million. Refer to “—Results of Operations” for further detail of associated costs.

Current wording

Adjustments to reconcile net loss to net cash provided by operating activities totaled $306 million, primarily comprising depreciation and amortization of $148 million, stock-based compensation expense of $106 million, unrealized (gain) loss on financial instruments of $28 million, change in fair value of assets held for sale of $21 million and impairment of assets of $2 million. Other adjustments, including realized gain (loss) on financial instruments, foreign exchange (gain) loss, amortization of debt issuance costs, and (gain) loss on disposal of property, plant and equipment, collectively contributed $1 million. Refer to “—Results of Operations” for further detail of associated costs.

Previous wording

Unrealized (gain) loss on financial instruments reflects the changes in fair value of the Capped Call Transactions and Prepaid Forward Transactions, which were entered into during the second and fourth quarter of the fiscal year 2025, and Capped Call Transactions which were entered into during the second quarter of the fiscal year 2026. Depreciation and amortization reflects ongoing investment in property, plant, and equipment, and stock-based compensation reflects the amortization expense associated with the issuance of equity incentives.

Current wording

Unrealized (gain) loss on financial instruments reflects the changes in fair value of the Capped Call Transactions. Depreciation and amortization reflects ongoing investment in property, plant, and equipment, software assets and acquired intangible assets. Stock-based compensation reflects the amortization expense associated with the issuance of equity incentives.

Previous wording

Changes in operating assets and liabilities resulted in a net cash increase of $43.9 million, primarily due to an increase in tax related liabilities of $0.2 million, an increase in accounts payable and accrued liabilities of $6.9 million, an increase in other liabilities of $44.8 million reflecting an increase in accrued payroll taxes on stock-based compensation, and an increase in deferred revenue of $119.5 million from AI Cloud Services contracts. This was partly offset by increases in accounts receivable and other receivables of $92.4 million related to AI Cloud Services contracts, and a $32.0 million increase in prepayments and deposits reflecting an increase in computer hardware prepayments and deposits for land options and other deposits.

Current wording

Changes in operating assets and liabilities generated a net cash increase of $486 million, primarily reflecting an increase in deferred revenue of $645 million from AI Cloud contracts and an increase in other liabilities of $53 million mainly attributable to accrued interest payable and employee benefits. These were partly offset by an increase in accounts receivable and other receivables of $205 million, a decrease in accounts payable and accrued liabilities relating to operating activities of $11 million.

Previous wording

Our net cash used in investing activities was $2,608.9 million for thenine months ended March 31, 2026, compared to net cash used in investing activities of$1,010.3 million for thenine months ended March 31, 2025. For thenine months ended March 31, 2026, the increase in cash outflows of $1,598.7 million was attributable to an increase in payments for computer hardware, payments for property, plant and equipment, net of computer hardware and payments for intangible assets for connection rights and land purchase options acquired in the nine months ended March 31, 2026.

Current wording

Our net cash used in investing activities was $5,146 million for thethree months ended September 30, 2026, compared to net cash used in investing activities of$280 million for thethree months ended September 30, 2025. The increase in cash outflows of $4,866 million primarily reflected higher payments for computer hardware, payments for property, plant and equipment, net of computer hardware, and intangible assets, as well as higher payments for deposits for land options and other deposits.

Previous wording

The payments for computer hardware of $685.8 million relates to GPU and mining hardware. The payment for property, plant and equipment net of computer hardware of $1,669.2 million primarily relates to the continuing expansion of our data center capacity at Childress, including Horizons 1-4, and at the Sweetwater 1 and Sweetwater 2 sites as well as the transition of the British Columbia data centers to AI Cloud.

Current wording

The payments for computer hardware of $2,693 million relates to AI hardware. The payment for property, plant and equipment, net of computer hardware, of $2,131 million primarily relate to the continuing expansion of our data center capacity at Childress, including Horizons 1-4, and at the Sweetwater 1 and Sweetwater 2 sites as well as the transition of the British Columbia data centers to AI Cloud.

Previous wording

Net cash from financing activities was$3,968.8 million for thenine months ended March 31, 2026, compared to net cash from financing activities of$648.8 million for the nine months ended March 31, 2025. For the nine months ended March 31, 2026, our cash inflows comprised primarily of $3,299.6 million in proceeds from the issuance of convertible senior notes, $2,630.8 million from the issuance of Ordinary shares, and $6.6 million in proceeds from the exercise of options. These cash inflows were partially offset by offerings costs related to the at-the-market program of $24.0 million, payments made for entering into the Capped Call Transactions of $252.3 million, the aggregate induced conversion of the convertible notes of $1,623.5 million, payments for borrowing transaction costs of $51.5 million and repayment of finance lease liabilities of $17.6 million.

Current wording

Net cash from financing activities was$2,779 million for thethree months ended September 30, 2026, compared to net cash from financing activities of$606 million for the three months ended September 30, 2025. For the three months ended September 30, 2026, our cash inflows consisted primarily of $2,360 million in proceeds from the issuance of debt financing facilities and $498 million from the issuance of Ordinary shares. These were partially offset by repayment of borrowings of $24.7 million, repayment of finance lease liabilities of $30.2 million, payments for borrowing transaction costs of $18.6 million and offering costs related to the at-the-market program of $6.1 million.

Previous wording

As of March 31, 2026, the Group had commitments of $11,902.5 million, as compared to $368.8 million as of June 30, 2025. The increase in total commitments was primarily due to an increase in commitments related to our expansion into HPC and AI services and includes committed capital expenditure on computer hardware and infrastructure related to site development at Horizon 1-4 at the Childress site, the Sweetwater 1 and Sweetwater 2 sites and the transition of the British Columbia data centers to AI Cloud.

Current wording

The increase in total commitments was primarily due to an increase in commitments related to our expansion into AI Cloud and includes committed capital expenditure on computer hardware and infrastructure related to site development of Horizons 1-6 at the Childress site, the Sweetwater 1 and Sweetwater 2 sites and the transition of the Childress and British Columbia data centers to AI Cloud. The commitments set forth above do not reflect commitments related to any hardware purchase agreements and other contracts entered into after September 30, 2026.