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See our audited consolidated financial statements beginning at page F-1.
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 185) F-1
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1232) F-5
Consolidated Balance Sheets as at June 30, 2026 and June 30, 2025 F-6
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended June 30 2026, 2025, and 2024 F-7
Consolidated Statements of Stockholders' Equity for the years ended June 30 2026, 2025, and 2024 F-8
Consolidated Statements of Cash Flows for the years ended June 30 2026, 2025, and 2024 F-10
Notes to the Consolidated Financial Statements F-11
F-1
Reports of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
IREN Limited:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of IREN Limited and subsidiaries (the Company) as of June 30, 2026, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026, and the results of its operations and its cash flows for the year ended June 30, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission , and our report dated August 27, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment of mining hardware and the fair value of assets held for sale
As discussed in Notes 2, 14 and 16 to the consolidated financial statements, the Group recorded impairment expense of $631.7 million on long-lived assets, a substantial portion of which related to Bitcoin mining hardware, and decreases in the fair value of certain mining hardware classified as assets held for sale of $110.6 million during the year ended June 30, 2026. The remaining net book value of assets held for sale at June 30, 2026, was $72.5 million. The Group reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets, or asset groups, may not be fully recoverable. The Group measures recoverability of long-lived assets by comparing the carrying amount of the asset, or asset group, to the undiscounted future cash flows expected to be generated by the asset. If such assets are considered unrecoverable, the impairment loss recognized is measured as the amount by which the carrying amount of the assets exceeds their fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and related adjustments, and third-party independent appraisals, as necessary. The Group classifies long-lived assets as held for sale when the applicable criteria are met and initially measures those assets at the lower of their carrying amount or fair value less costs to sell.
F-1
Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. Fair value less costs to sell was determined principally by using quoted market values and related adjustments for similar assets.
We identified the measurement of the impairment of mining hardware and fair value of assets held for sale as a critical audit matter. There was a high degree of audit effort and subjective and complex auditor judgment involved in the impairment and fair value assessment due to the complexity and significant measurement uncertainty. Specifically, the assessment involved evaluating the significant assumptions used in the estimates, including certain adjustments to quoted market values used to estimate the fair value of the mining hardware used to determine the impairment and fair value of assets held for sale.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s property, plant and equipment process, including controls over the Group’s measurement of the fair value of mining hardware and assets held for sale and the related impairment expense and decrease in the fair value of assets held for sale. This included controls related to the completeness and accuracy of data used in the impairment analysis, and the appropriateness of significant assumptions used to estimate fair value or fair value less costs to sell. We evaluated management’s determination of estimated fair value by comparing to sales of similar assets and publicly-available market information
/s/ KPMG LLP
We have served as the Company’s auditor since 2025.
New York, New York
August 27, 2026
F-2
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
IREN Limited:
Opinion on Internal Control Over Financial Reporting
We have audited IREN Limited and subsidiaries’ (the Company) internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of June 30, 2026, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements), and our report dated August 27, 2026 expressed an unqualified opinion on those consolidated financial statements.
The Company acquired Nostrum Group during 2026, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2026, Nostrum Group’s internal control over financial reporting associated with total assets representing approximately 2% of consolidated total assets and total revenues representing less than 1% of consolidated total revenues included in the consolidated financial statements of the Company as of and for the year ended June 30, 2026. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Nostrum Group.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
F-3
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
August 27, 2026
F-4
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
IREN Limited
Opinion on the financial statements
We have audited the accompanying consolidated balance sheet of IREN Limited and subsidiaries (the “Company”) as of June 30, 2025, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the two years in the period ended June 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor from 2023 to 2025.
/s/ Raymond Chabot Grant Thornton LLP
Montreal, Canada
August 28, 2025 (except for Note 3, as to which the date is August 27, 2026)
F-5
IREN Limited
Consolidated Balance Sheets
As at June 30, 2026 and 2025
(in USD thousands, except share and per share data) Note June 30, 2026 June 30, 2025
Assets
Current assets
Cash and cash equivalents 10 $ 5,895,591 $ 564,526
Restricted cash, current portion 10 1,670,252 —
Accounts receivable, net 21,062 1,564
Deposits and prepaid expenses 12 189,140 45,908
Derivative assets 17 — 5,756
Assets held for sale 16 72,540 —
Income taxes receivable 28 1,122 2,581
Other assets 11 36,469 20,838
Total current assets 7,886,176 641,173
Non-current assets
Property, plant and equipment, net 14 6,753,183 1,930,567
Intangible assets, net 15 317,432 —
Goodwill 15 36,577 —
Operating lease right-of-use asset, net 2,720 1,463
Restricted cash, less current portion 10 53,684 —
Deposits and prepaid expenses 12 265,956 32,916
Financial assets 13 — 211,617
Derivative assets 17 415,641 122,100
Other assets 11 58,670 486
Total non-current assets 7,903,863 2,299,150
Total assets $ 15,790,039 $ 2,940,323
Liabilities and stockholders' equity
Current liabilities
Accounts payable and accrued expenses 19 $ 1,825,392 $ 144,115
Operating lease liability, current portion 555 404
Finance lease liability, current portion 22 125,340 —
Debt, current portion 23 169,370 —
Income taxes payable, current portion 28 — —
Deferred revenue, current portion 20 46,491 884
Other liabilities, current portion 21 53,952 3,945
Total current liabilities 2,221,100 149,347
Non-current liabilities
Operating lease liability, less current portion 2,231 1,063
Finance lease liability, less current portion 22 118,456 —
Debt, less current portion 23 7,423,574 962,765
Deferred revenue, less current portion 20 1,796,055 —
Deferred tax liabilities 28 30,832 7,971
Income taxes payable, less current portion 28 4,283 1,454
Other liabilities, less current portion 21 7,894 234
Total non-current liabilities 9,383,326 973,488
Total liabilities 11,604,426 1,122,835
Commitments and contingencies (See Note 29)
Stockholders' equity
Ordinary shares, no par value; 380,193,608 and 258,103,209 shares issued and outstanding as of June 30, 2026 and June 30, 2025, respectively 24 7,172,887 2,355,056
B Class shares, no par value; 2 shares authorized; and 2 shares issued and outstanding as of June 30, 2026 and June 30, 2025 24 — —
Additional paid-in capital (1,647,061) 88,672
Retained earnings (accumulated deficit) (1,298,789) (596,167)
Accumulated other comprehensive income (loss) (41,424) (30,073)
Total stockholders' equity 4,185,613 1,817,488
Total liabilities and stockholders' equity $ 15,790,039 $ 2,940,323
See accompanying Notes to Consolidated Financial Statements.
F-6
IREN Limited
Consolidated Statements of Operations and Comprehensive Income (Loss)
For the years ended June 30, 2026, 2025, and 2024
(in USD thousands, except share and per share data) Years ended June 30,
Note 2026 2025 2024
Revenue:
AI Cloud Services Revenue 4 $ 128,795 $ 16,394 $ 3,105
Bitcoin Mining Revenue 4 578,212 484,629 184,087
Total revenue 707,007 501,023 187,192
Cost of revenue (exclusive of depreciation and amortization shown below):
AI Cloud 5 (16,932) (1,319) (379)
Bitcoin Mining 5 (202,774) (157,673) (86,688)
Total cost of revenue (219,706) (158,992) (87,067)
Operating (expenses) income:
Selling, general and administrative expenses 6 (449,115) (136,458) (70,424)
Depreciation and amortization 14 (417,729) (181,136) (50,470)
Impairment of assets 14 (638,805) (7,223) —
Gain (loss) on disposal of property, plant and equipment 14 (24,908) 4,002 43
Other operating expenses 7 (15,157) (13,302) (8,074)
Other operating income 8 11,699 9,413 1,566
Total operating (expenses) income (1,534,014) (324,704) (127,359)
Operating (loss) income (1,046,714) 17,327 (27,234)
Other (expense) income:
Finance expense (59,251) (11,045) (98)
Interest income 80,631 7,504 5,831
Increase (decrease) in fair value of assets held for sale 16 (110,622) (2,160) —
Realized gain (loss) on financial instruments 13, 17 (9,269) (4,215) 4,121
Unrealized gain (loss) on financial instruments 13, 17 558,541 77,518 (3,448)
Gain on partial extinguishment of financial liabilities 17 — 9,093 —
Debt conversion inducement expense (111,799) — —
Foreign exchange gain (loss) (10,273) (1,339) (4,747)
Other non-operating income 72 817 108
Total other (expense) income 338,029 76,173 1,767
Income (loss) before taxes (708,683) 93,501 (25,467)
Income tax (expense) benefit 28 6,062 (6,560) (3,453)
Net income (loss) $ (702,621) $ 86,941 $ (28,920)
Net income (loss) per share of Ordinary shares:
Basic net income (loss) per share of Ordinary shares 27 $ (2.22) $ 0.41 $ (0.29)
Basic weighted-average shares used in computing net income (loss) per share of Ordinary shares 27 316,123,145 214,586,767 99,640,920
Diluted net income (loss) per share of Ordinary shares 27 $ (2.22) $ 0.39 $ (0.29)
Diluted weighted-average shares used in computing net income (loss) per share of Ordinary shares 27 316,123,145 223,245,651 99,640,920
Net income (loss) $ (702,621) $ 86,941 $ (28,920)
Other comprehensive income (loss):
Gain (loss) on cash flow hedges, net of tax 17 3,141 — —
Change in foreign currency translation adjustments, net of tax (14,492) 4,921 (339)
Total other comprehensive income (loss), net of tax (11,351) 4,921 (339)
Total comprehensive income (loss) $ (713,972) $ 91,862 $ (29,259)
See accompanying Notes to Consolidated Financial Statements.
F-7
IREN Limited
Consolidated Statements of Stockholders’ Equity
For the years ended June 30, 2026, 2025, and 2024
(in USD thousands, except share and per share data) Ordinary shares Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity
Shares Amount
Balance, June 30, 2023 64,747,477 $ 965,857 $ 28,435 $ (654,189) $ (34,655) $ 305,448
Issuance of Ordinary shares – Committed Equity Facility, net of issuance costs 12,887,814 49,717 — — — 49,717
Issuance of Ordinary shares – at-the-market offering, net of issuance costs 108,063,868 746,999 — — — 746,999
Issuance of Ordinary shares – restricted stock units 104,559 118 — — — 118
Issuance of Ordinary shares – stock options 457,281 1,279 — — — 1,279
Stock-based compensation — — 22,851 — — 22,851
Other comprehensive income (loss) — — — — (339) (339)
Issuance of Ordinary shares - third party issuance 106,687 319 — — — 319
Net income (loss) — — (28,920) — (28,920)
Balance, June 30, 2024 186,367,686 $ 1,764,289 $ 51,286 $ (683,109) $ (34,994) $ 1,097,471
Issuance of Ordinary shares – at-the-market offering, net of issuance costs 69,074,101 584,747 — — — 584,747
Issuance of Ordinary shares – restricted stock units 1,770,112 6,020 — — — 6,020
Stock-based compensation — — 37,386 — — 37,386
Other comprehensive income (loss) — — — — 4,921 4,921
Net income (loss) — — — 86,941 — 86,941
Balance, June 30, 2025 257,211,899 $ 2,355,056 $ 88,672 $ (596,167) $ (30,073) $ 1,817,488
Issuance of Ordinary shares – at-the-market offering, net of issuance costs 70,206,940 3,058,036 — — — 3,058,036
Issuance of Ordinary shares – Equity Offering, net of issuance costs 39,699,102 1,631,451 — — — 1,631,451
Issuance of Ordinary shares – restricted stock units 9,863,884 71,803 — — — 71,803
Issuance of Ordinary shares – stock options 2,374,359 9,051 — — — 9,051
Issuance of Ordinary shares – Nostrum acquisition 837,424 47,490 — — — 47,490
Stock-based compensation — — 131,474 — — 131,474
Repurchase of the 2030 Convertible Notes and 2029 Convertible Notes — — (981,018) — — (981,018)
F-8
Reclassification of 2030 Prepaid Forward Contract and 2029 Prepaid Forward Contract — — (665,400) — — (665,400)
Reclassification of 2030 Capped Call Transactions and 2029 Capped Call Transactions — — (259,600) — — (259,600)
Settlement of 2029 Capped Call Transactions — — 38,811 — — 38,811
Other comprehensive income (loss) — — — — (11,351) (11,351)
Net income (loss) — — — (702,621) — (702,621)
Balance, June 30, 2026 380,193,608 $ 7,172,887 $ (1,647,061) $ (1,298,789) $ (41,424) $ 4,185,613
See accompanying Notes to Consolidated Financial Statements.
F-9
IREN Limited
Consolidated Statements of Cash Flows
For the years ended June 30, 2026, 2025, and 2024
(in USD thousands) Years ended June 30,
2026 2025 2024
Operating activities
Net income (loss) $ (702,621) $ 86,941 $ (28,920)
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities:
Depreciation and amortization 417,729 181,136 50,470
Impairment of assets 638,805 7,223 —
Change in fair value of assets held for sale 110,622 2,160 —
Other non-operating income — — (108)
Realized (gain) loss on financial asset 8,667 4,215 (4,121)
Unrealized (gain) loss on financial instrument (558,541) (77,518) 3,448
Debt conversion inducement expense 111,799 — —
Other (income) expense — 11,811 —
Other finance expense — 586 —
(Gain) loss on disposal of property, plant and equipment 24,908 (4,002) (43)
Foreign exchange loss (gain) 9,919 3,821 (3,507)
Gain on partial extinguishment of financial liabilities — (9,093) —
Amortization of debt issuance costs 9,408 1,400 —
Stock-based compensation expense 205,023 42,642 23,636
Changes in assets and liabilities:
Accounts receivable and other receivables (29,434) (9,656) (5,588)
Financial asset, current — 6,530 —
Accounts payable and accrued expenses 38,017 16,689 10,072
Other assets 494 —
Tax related receivables — (2,581) —
Tax related liabilities (9,136) 4,911 1,357
Other liabilities 49,506 2,718 409
Deferred revenue 1,841,662 (1,674) 2,558
Prepayments and deposits (67,727) (22,227) 2,940
Operating lease liabilities 1,319 (146) (384)
Net cash from (used in) operating activities 2,100,418 245,886 52,219
Investing activities
Payments for property, plant and equipment, net of computer hardware (2,998,006) (573,456) (141,855)
Payments for computer hardware (1,335,081) (799,171) (338,054)
Payments for intangible assets (107,573) — —
Payments for other prepayments and deposits (203,439) (19,502) (18,600)
Proceeds from disposal of property, plant and equipment 23,782 11,172 43
Deposits paid for right-of-use assets (10,184) — —
Payment for the acquisition of subsidiaries (92,483) — —
Proceeds from release of deposits — 470 —
Net cash from (used in) investing activities (4,722,984) (1,380,487) (498,466)
IREN Limited
Consolidated Statements of Cash Flows (continued)
For the years ended June 30, 2026, 2025, and 2024
Financing activities
Payment of offering costs for committed equity facility — — (213)
Proceeds from committed equity facility — — 51,352
Payment of offering costs for the issuance of Ordinary shares (50,380) (1,069) (733)
Proceeds from the issuance of Ordinary shares 4,742,839 601,805 731,717
Payment for induced conversion of convertible notes (1,623,484) — —
Proceeds from loan funded shares 658 876 503
Proceeds from exercise of options 6,597 — —
Proceeds from convertible notes 6,299,555 701,211 —
Proceeds from financing facilities 938,000 — —
Repayment of debt (9,213) — —
Payment of capped call transactions (448,922) — —
Settlement of capped call transactions 38,812 — —
Repayment of finance lease liabilities (48,876) — —
Payment of borrowing transaction costs (165,536) (8,088) —
Net cash from (used in) financing activities 9,680,050 1,294,735 782,626
Net increase (decrease) in cash, cash equivalents and restricted cash 7,057,484 160,134 336,379
Cash, cash equivalents and restricted cash — beginning of period 564,526 404,601 68,894
Effects of exchange rate changes on cash, cash equivalents and restricted cash (2,483) (209) (672)
Cash, cash equivalents and restricted cash — end of period $ 7,619,527 $ 564,526 $ 404,601
(in USD thousands) Years ended June 30,
2026 2025 2024
Supplemental cash flow information:
Cash paid for interest $ (42,639) $ (7,634) $ (213)
Cash paid for income taxes $ (2,696) $ — $ (1,419)
Supplemental schedule of non-cash investing and financing activities:
Additions to right-of-use assets in exchange for lease liability 291,592 1,686 347
Stock-based compensation - third party issuance — — 319
Reclassification of property and equipment to equipment held for sale 204,762 23,222 —
Issuance of Ordinary shares - restricted stock unit and option settlements 73,564 1,178 —
Property and equipment obtained in exchange transactions — 49,207 —
See accompanying Notes to Consolidated Financial Statements
F-10
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Note 1. Organization
Nature of operations and corporate information
IREN Limited (“Company” or “Parent Entity”) and the entities it controlled at the end of, or during, the year (collectively the “Group”) is a vertically integrated AI Cloud platform, d data centers, compute and software for AI training and inference.
Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements
Basis of presentation and principles of consolidation
The accompanying audited consolidated financial statements (“Consolidated Financial Statements”) and these notes (these “Notes”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules of the Securities and Exchange Commission (the “SEC”). The Consolidated Financial Statements are presented in U.S. dollars.
These Consolidated Financial Statements of the Group include the accounts of the Company and its controlled subsidiaries. Consolidated subsidiaries’ results are included from the date the subsidiary was formed or acquired. Intercompany balances and transactions have been eliminated in consolidation.
Variable interest entities
The Consolidated Financial Statements include entities in which the Group holds a controlling financial interest. The Group evaluates whether an entity is a variable interest entity (“VIE”) and whether the Group is the primary beneficiary in accordance with ASC 810, Consolidation. A VIE is consolidated by its primary beneficiary — the party that has both (i) the power to direct the activities that most significantly impact the VIE's economic performance and (ii) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Group reassesses whether it is the primary beneficiary on an ongoing basis.
Liquidity
As of June 30, 2026, the Group had cash and cash equivalents of $5,895.6 million and restricted cash of $1,723.9 million. For the year ended June 30, 2026, the Group generated net cash from operating activities of $2,100.4 million.
The Group operates a capital-intensive business and expects to continue to incur significant capital expenditures associated with the development and expansion of its data center platform and the acquisition of GPUs and related infrastructure. As of June 30, 2026, the Group had capital commitments of $13,810.0 million as outlined in Note 29. Commitments and contingencies. The Group has evaluated its anticipated liquidity requirements, including its contractual commitments and planned capital expenditures.
Based on this assessment, which included consideration of the timing of contractual commitments, the Group believes that its existing cash and cash equivalents, expected cash flows from operations and proceeds from financing activities will be sufficient to satisfy its obligations as they become due for at least 12 months from the date of these consolidated financial statements. The Group may also access debt, equity or other financing sources from time to time to fund additional growth and development initiatives.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.
F-11
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements. The most significant accounting estimates inherent in the preparation of the Group’s Consolidated Financial Statements include estimates associated with determining the useful lives and recoverability of long-lived assets, valuation of derivatives and financial assets classified under Level 3 of the fair value hierarchy, stock-based compensation, legal accruals and contingent liabilities, and current and deferred income tax assets (including the associated valuation allowance) and liabilities.
Segment Information
An operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, for which discrete financial information is available, whose operating results are regularly evaluated by the chief operating decision maker (“CODM”) to assess performance and allocate resources. The Group’s CODM is its Co-Chief Executive Officers. As of June 30, 2026, the Company has identified two reportable segments, each evaluated separately by the CODM: Bitcoin mining and AI Cloud Services. The segments are organized by product lines rather than geographical location. The Bitcoin mining segment generates revenue by mining Bitcoin with the Group’s ASIC hardware, whereas the AI Cloud Services segment earns revenue from providing AI Cloud Services to third-party customers.
During the year ended June 30, 2026, the Group disaggregated its reportable segments to better align with its evolving business operations and strategic objectives. Accordingly, comparative information for prior periods has been recast to conform to the current-period presentation. Previously, the Group operated and reported as a single segment.
The CODM evaluates performance and allocates resources primarily using segment gross profit (loss), which is defined as segment revenue less segment cost of revenue (exclusive of depreciation and amortization expenses). The CODM is not provided with segment-specific operating expenses beyond cost of revenue; all other expenses are managed on a consolidated basis. Accordingly, the only expense category included in segment gross profit (loss) is cost of revenue, as there are no other segment items for the reportable segments. The CODM does not evaluate performance or allocate resources based on segment asset or liability information. Refer to Note 3. Segment information for further information regarding entity-wide disclosures.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash on hand, demand deposits, and other short-term, highly liquid investments with original maturities of three months or less from the date of purchase that are readily convertible to known amounts of cash and subject to an insignificant risk of changes in value.
Restricted cash comprises cash held in collection, reserve and operating accounts that is restricted as to withdrawal or use under the terms of the Group's secured debt financing (refer to Note 10. Cash, cash equivalents and restricted cash). Restricted cash is classified as current or non-current based on the expected timing of release from the applicable restriction.
Accounts receivable, net
Accounts receivable, net consists primarily of amounts due from the Group’s AI Cloud Services customers. Accounts receivable are recorded at amortized cost, net of an allowance for expected credit losses under the current expected credit loss (“CECL”) impairment model, which reflects the Group’s estimate of the amount expected to be collected.
For the years ended June 30, 2026, 2025 and 2024, the Group determined that expected credit losses were not material, and accordingly, no material allowance for credit losses was recorded, and credit loss expense was not material for any periods.
F-12
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Deposits and prepaid expenses
Deposits and prepaid expenses primarily consist of security deposits, computer hardware prepayments and advance payments for goods or services. These amounts are capitalized or expensed on a straight-line basis over the period in which the related goods or services are received. Amounts expected to be utilized within 12 months are classified as current; others are classified as non-current.
Revenue recognition
AI Cloud Services Revenue
The Group recognizes revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of this standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
•Step 1: Identify the contract with the customer
•Step 2: Identify the performance obligations in the contract
•Step 3: Determine the transaction price
•Step 4: Allocate the transaction price to the performance obligations in the contract
•Step 5: Recognize revenue when the company satisfies a performance obligation
To identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A good or service (or bundle of goods or services) is distinct if both of the following criteria are met: (1) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and (2) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).
If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.
The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all the following:
•Variable consideration
•Constraining estimate of variable consideration
•The existence of a significant financing component in the contract
•Noncash consideration
•Consideration payable to a customer
Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.
Bitcoin mining revenue
The Group operates data center infrastructure supporting the verification and validation of Bitcoin blockchain transactions in exchange for Bitcoin, referred to as “Bitcoin mining”. The Group’s revenue is derived from providing computing
F-13
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
services to perform hash calculations to mining pools. The Group has entered into arrangements, as amended from time to time, with mining pool operators to provide computing services to perform hash calculations to the mining pools. The provision of computing services to perform hash calculations to mining pools is part of the Group’s ongoing operations. The Group has the right to decide the point in time and duration for which it will provide computing services. As a result, the Group’s enforceable right to compensation only begins when, and continues as long as, the Group provides computing services to perform hash calculations to the mining pool. Either party may terminate the contract at any time without penalty. Upon termination, the mining pool operator (i.e., the customer) is required to pay the Group any amount due related to previously satisfied performance obligations. As either party is able to terminate the agreement at any time without penalty, the contract continuously renews throughout the day and therefore, the duration of the contract is less than 24 hours. The Group has determined that this renewal right is not a material right as the terms, conditions, and compensation amounts are at then market rates. There is no significant financing component in these transactions.
In exchange for providing computing services to perform hash calculations, which represents the Company’s only performance obligation, the Company is entitled to non-cash consideration in the form of cryptocurrency, calculated under the Full Pay Per Share (“FPPS”) payout methods which contain three components, (1) a fractional share of the fixed cryptocurrency award from the mining pool operator (referred to as a “block reward”), (2) transaction fees generated from (paid by) blockchain users to execute transactions and distributed (paid out) to individual miners by the mining pool operator, and (3) mining pool operating fees retained by the mining pool operator for operating the mining pool. The Company’s total compensation is the sum of the Company’s share of (a) block rewards and (b) transaction fees, less (c) mining pool operating fees.
a.The block reward earned by the Company is calculated by the mining pool operator based on the proportion of hashrate the Company contributed to the mining pool to the total network hashrate used in solving the current algorithm. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool.
b.Transaction fees refer to the total fees paid by users of the network to execute transactions. Under FPPS, the Company is entitled to a pro-rata share of the total network transaction fees. The transaction fees paid out by the mining pool operator to the Company is based on the proportion of hashrate the Company contributed to the mining pool to the total network hashrate. The Company is entitled to its relative share of consideration even if a block is not successfully added to the blockchain by the mining pool.
c.Mining pool operating fees are charged by the mining pool operator for operating the mining pool as set forth in a rate schedule to the mining pool contract. The mining pool operating fees reduce the total amount of compensation the Company receives and are only incurred to the extent that the Company has generated mining revenue pursuant to the mining pool operators’ payout calculation.
Because the consideration to which the Company expects to be entitled for providing computing services is entirely variable (block rewards, transaction fees and pool operating fees), as well as being non-cash consideration, the Company assesses the estimated amount of the variable non-cash consideration to which it expects to be entitled for providing computing services at contract inception and subsequently, to determine when and to what extent it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty associated with the variable consideration is subsequently resolved. For each contract under the FPPS payout method, the Company recognizes the non-cash consideration on the same day that control of the contracted service transfers to the mining pool operator, which is the same day as the contract inception.
The Group measures the non-cash consideration received at the fair market value of the Bitcoin received. Management estimates fair value on a daily basis, as the quantity of Bitcoin received multiplied by the price quoted on Kraken on the day it was received. Management considers the prices quoted on Kraken to be a level 1 input under ASC Topic 820, Fair Value Measurement (“ASC 820”). The Group did not hold any Bitcoin on hand as at June 30, 2026 and 2025.
F-14
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
AI Cloud Services revenue
The Group generates AI Cloud Services revenue through the provision of AI Cloud Services, which may comprise one or more distinct performance obligations depending on the terms of the contract. These AI services include providing customers with access to scalable infrastructure for cloud computing, computational power, storage and support services in exchange for cash consideration. The Group recognizes revenue from the AI Cloud Services in line with ASC 606 guidance when it has satisfied its performance obligation, which occurs over time as access to the infrastructure for cloud computing, computational power, storage, and support services is provided to the customer. Revenue is measured based on the transaction price, which represents the amount of consideration the Group expects to be entitled to in exchange for providing services, exclusive of discounts and, where applicable, sales taxes collected on behalf of third parties. The steps involved in recognizing AI Cloud Services revenue are set out as follows:
•AI Cloud Services revenue is recognized as service revenue on a straight-line basis over the enforceable term of individual contracts which is typically the stated term. The Company satisfies its performance obligation as these services are provided over time. This pattern of recognition best reflects the transfer of control of services to the customer over time.
•Transaction price is determined as the list price of services (net of discounts) that the Company delivers to its customers, considering the term of each individual contract, and the ability to enforce and collect the consideration.
•Usage revenue (overage and consumption-based services) is recorded as AI Cloud Services revenue in the month the usage is incurred/service is consumed by the customer, based on a fixed agreed upon amount per unit consumed.
•AI Cloud Services revenue is recognized net of variable consideration, which primarily consists of estimated credits that may be provided to customers for failure to meet contractual service availability commitments or delivery timelines. Such amounts are estimated and recognized as a reduction of the transaction price in accordance with ASC 606.
Certain customer contracts include significant advance prepayments. The Group assessed whether these terms create a significant financing component under ASC Topic 606, Revenue from Contracts with Customers, and determine that there were no significant financing components for the years ended June 30, 2026, 2025, and 2024, respectively.
AI Cloud Lease revenue
At contract inception the Group assesses whether an arrangement is, or contains, a lease. An arrangement contains a lease where it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where the Group is the lessor, each lease is classified at commencement as a sales-type, direct financing or operating lease. Leases that do not meet the criteria for sales-type or direct financing classification, and leases with variable lease payments not based on an index or rate for which sales-type or direct financing classification would result in a selling loss at commencement, are classified as operating leases. For operating leases, the underlying assets remain within property, plant and equipment and continue to be depreciated, and no net investment in the lease is recognized.
For arrangements that contain both lease and non-lease components, the Group has elected, by class of underlying asset, the practical expedient to combine non-lease components with the associated lease component where the timing and pattern of transfer are the same and the lease component would be classified as an operating lease. The combined component is accounted for under the leases guidance where the lease component is predominant, and under the revenue guidance where the non-lease components are predominant.
Lease commencement is the date on which the underlying asset is made available for the customer’s use. Lease revenue from operating leases is recognized over the lease term from the commencement of the lease. Amounts received in advance are recorded as deferred lease revenue and recognized consistent with the pattern of lease revenue. Cash receipts under operating leases are classified within operating activities.
No lease revenue was recognized for the years ended June 30, 2026, 2025, and 2024, respectively.
F-15
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Cost of revenues (exclusive of depreciation and amortization)
The Group’s cost of revenue consists of direct costs of generating revenue, such as electricity, employee benefits and other direct expenses, but excludes depreciation and amortization which is separately presented. Refer to Note 5. Cost of revenue for further information.
Selling, general and administrative expenses
The Group’s selling, general and administrative expenses consists primarily of professional fees, employee benefits, stock-based compensation, insurance, sponsorship and marketing, property tax and other general expenses. Refer to Note 6. Selling, general, and administrative expenses for further information.
Concentrations
During the years ended June 30, 2026 and 2025, the Group had one supplier of mining hardware and four suppliers of HPC hardware. During the years ended June 30, 2026, 2025 and 2024 the Group generated 100%, 97%, and 98% of its Bitcoin mining revenue, respectively, through the provision of computing power to three mining pool operators for each period presented.
Certain materials, products, and equipment used by the Group in its operations are available from a limited number of suppliers. Shortages could occur in these materials, products, and equipment due to an interruption of supply or increased demand in the industry. If the Group were unable to procure certain materials, products, and equipment at all or at acceptable prices, it would be required to reduce its operations, which could have a material adverse effect on its results of operations.
Digital assets
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).
ASU 2023-08 is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income (loss). The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. ASU 2023-08 is effective for annual and interim reporting periods beginning after December 15, 2024, with early adoption permitted.
The Group’s digital assets are within the scope of ASU 2023-08 and the Group elected to early adopt the new standard prospectively effective July 1, 2024. The transition guidance requires a cumulative-effect adjustment as of the beginning of the current fiscal year for any difference between the carrying amount of the Group’s digital assets and fair value.
The early adoption did not have a material impact on the Group’s consolidated financial statements, as the Group's policy is to liquidate digital assets nearly immediately (typically within a day). Accordingly, the Group did not hold any digital assets as of or during the year ended June 30, 2026.
In accordance with ASC Topic 350-60, Crypto Assets (“ASC 350-60”), the cash proceeds from the sales of digital assets are classified based on the holding period in which the bitcoin is held. Specifically, if digital assets are converted nearly immediately into cash, such sale qualifies as cash flows from operating activities.
Bitcoin represents non-cash consideration earned by the Group through providing computing services to perform hash calculations to mining pools. The Group determined bitcoin is sold nearly immediately (typically within a day) in accordance with ASC Topic 230-10-25-27A, Statements of Cash Flows (“ASC 230”). Accordingly, all proceeds from the sale of bitcoin during the fiscal year ended June 30, 2026, 2025, and 2024, were classified as cash flows from operating activities in the Consolidated Statements of Cash Flows.
F-16
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Financial assets
Financial assets are initially measured at fair value. For assets measured at fair value through earnings, transaction costs are expensed as incurred. Subsequent measurement is based on the classification of the financial asset, which may include amortized cost or fair value through earnings.
Financial assets are derecognized when the contractual rights to receive cash flows from the asset expire or when the Group has transferred substantially all the risks and rewards of ownership. When collection is deemed uncollectible, the carrying amount of the financial asset is written off.
Financial assets at amortized cost
Financial assets, such as cash and cash equivalents, accounts receivable and other receivables (excluding sales tax receivables) are measured at amortized cost when the Company has the intent and ability to hold them for the foreseeable future or until maturity, and the assets are not designated under the fair value option.
Financial liabilities
Accounts payable and accrued expenses are initially recognized at the fair value of the consideration received, net of transaction costs. The Group derecognizes financial liabilities when the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in earnings.
Fair value measurement
The Group’s financial assets and liabilities are accounted for in accordance with ASC 820 which defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the assets or liabilities in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels:
•Level 1— Quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2— Observable, market-based inputs, other than quoted prices included in Level 1, for the assets or liabilities, either directly or indirectly.
•Level 3—Unobservable inputs for the assets or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
Observable inputs are developed using market data obtained from sources independent of the Group, while unobservable inputs require significant management judgment and estimation. In some cases, the inputs used to measure an asset or a liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment. Refer to Note 18. Fair value measurement for further information.
Property, plant and equipment
Property, plant and equipment are stated at cost, net of impairment, and are depreciated using the straight-line method over the estimated useful lives of the assets. Cost includes expenditures that are directly attributable to the acquisition of the asset and cost to prepare it for its intended use. Construction in progress is not depreciated until the work is completed and the assets are placed in service.
F-17
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
The estimated useful lives of the Group’s property, plant and equipment are generally as follows:
Useful life (in years)
Buildings 20
Other PPE 3-10
Mining hardware 4
HPC hardware 5
Leasehold improvements Lesser of the life of the lease or the useful life of the improvement
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Development assets consist of data center sites under development. Development assets are not depreciated until they are available for use. Once an asset becomes available for use, it is transferred to another category within property, plant and equipment and depreciated over its useful economic life.
Mining and HPC hardware include both installed hardware units and units that have been delivered but are in storage, yet to be installed. Depreciation of mining and HPC hardware commences once units are onsite and available for use.
Repair and maintenance costs incurred are expensed to ‘cost of revenue’ in the Consolidated Statements of Operations and Comprehensive Income (Loss).
Upon the sale or retirement of property and equipment, the cost and accumulated depreciation are removed from the Group’s Consolidated Balance Sheets in the relevant reporting period. Any resulting gain or loss is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in the period in which the transaction occurs. Refer to Note 14. Property, plant and equipment, net for further information.
Assets held for sale
The Group initially measures long-lived assets that are classified as held for sale at the lower of their carrying amount or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. Conversely, gains are not recognized on the sale of long-lived assets until the date of sale. The Group assesses the fair value of a long-lived asset less any costs to sell in each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the asset, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. Refer to Note 16. Assets held for sale for further information.
Business combination
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred is measured at fair value at the acquisition date. Identifiable assets acquired and liabilities assumed are recognized at their acquisition-date fair values. Goodwill is measured as the excess of the consideration transferred over the net identifiable assets acquired and is not amortized; it is tested for impairment at least annually and whenever events or circumstances indicate that it may be impaired. Acquisition-related costs are expensed as incurred.
Where the initial accounting for a business combination is incomplete at the reporting date, provisional amounts are recognized and may be adjusted during the measurement period (up to one year from the acquisition date) as new information is obtained about facts and circumstances that existed at the acquisition date.
F-18
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Intangible Assets
The Group’s intangible assets consist primarily of connection rights, representing contractual or other enforceable rights to access and use electricity, network and related infrastructure capacity at specific sites, and software licenses used in operations. Intangible assets are recognized when the Group controls the underlying rights and future economic benefits are probable. Assets acquired in a business combination are initially measured at acquisition-date fair value, while separately acquired assets and assets acquired in an asset acquisition are measured at cost, including directly attributable costs.
Connection rights with determinable terms or benefit periods and software licenses are finite-lived and amortized on a straight-line basis over the shorter of their contractual or license term and estimated period of economic benefit. Useful lives, residual values and amortization methods are reviewed at least annually, with changes accounted for prospectively. Connection rights with no foreseeable limit on the period of expected economic benefit are classified as indefinite-lived and are not amortized. This classification is reassessed each reporting period.
Finite-lived intangible assets are carried at cost or acquisition-date fair value, as applicable, less accumulated amortization and impairment, and are tested for recoverability when impairment indicators arise. If the carrying amount is not recoverable based on undiscounted future cash flows, an impairment loss is recognized for the excess of carrying amount over fair value. Indefinite-lived intangible assets are carried at cost or acquisition-date fair value, as applicable, less accumulated impairment and are tested for impairment at least annually, or more frequently if indicators arise.
Impairment of long-lived assets
The Group reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets (or asset groups) may not be fully recoverable. The asset (or asset group) to be held and used that is subject to impairment review represents the lowest level of identifiable cash flows that is largely independent of other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future cash flows expected to be generated by the asset. If such assets are considered unrecoverable, the impairment loss to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Factors the Group considers that could trigger an impairment include, but are not limited to, the following: significant changes in the manner of the Group’s use of the acquired assets or the strategy for the Group’s overall business, significant underperformance relative to expected historical or projected development milestones, significant negative regulatory or economic trends, and significant technological changes that could render the asset (or asset group) obsolete. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and related adjustments for similar assets, and third-party independent appraisals, as necessary. When recognized, impairment losses related to long-lived assets to be held and used in operations are recorded in the Group’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Leases
Finance leases - the Group as lessee
The Group’s finance leases primarily relate to GPU hardware.
For leases that are classified as finance leases, the Group recognizes a right‑of‑use asset and a corresponding finance lease liability at lease commencement, measured at the present value of future lease payments, using the interest rate implicit in the lease, or where that rate cannot be readily determined, its incremental borrowing rate.
The Group assesses at lease commencement whether it is reasonably certain to exercise a purchase option, considering factors such as the option price relative to the asset’s expected fair value, the significance of leasehold improvements, and operational requirements. When exercise is reasonably certain, the option price is included in the measurement of the right-of-use asset and lease liability.
The Group accounts for certain finance leases related to GPU financing arrangements using a portfolio approach under ASC Topic 842, Leases (“ASC 842”). Specifically, the Group applies the lease accounting model to a portfolio of leases
F-19
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
with similar characteristics (including underlying asset type, contractual terms, payment structure and end-of-term provisions) when management reasonably expects that applying ASC 842 at a portfolio level will not differ materially from applying the guidance to the individual leases. The Group uses common assumptions for the portfolio and reassesses the appropriateness of the portfolio approach when there are changes in facts and circumstances, including changes to contractual terms, commencement timing, or other factors that could result in material differences compared to individual-lease accounting.
The finance lease right‑of‑use asset is included within “Property, plant and equipment, net” on the Consolidated Balance Sheets and is depreciated on a straight‑line basis over the estimated useful life of the underlying asset, as the Group is reasonably certain to exercise its purchase options. Interest expense on finance lease liabilities is recognized using the effective interest method over the lease term and is generally presented within “Finance expense” in the Consolidated Statements of Operations and Comprehensive Income (Loss).
Refer to Note 22. Finance leases for further information.
Derivatives
The Group evaluates its financing and service arrangements to determine whether certain arrangements contain features that qualify as embedded derivatives requiring bifurcation in accordance with ASC 815. Embedded derivatives that are required to be bifurcated from the host instrument or arrangement are accounted for and valued as separate financial instruments. The Group classifies derivative assets or liabilities on the Consolidated Balance Sheets as current or non-current based on whether settlement of the instrument could be required within 12 months of the balance sheet date of the Consolidated Balance Sheets. Refer to Note 17. Derivatives for further information.
Interest rate swaps
The Group uses interest-rate swaps to manage its exposure to variability in interest payments on its variable-rate secured GPU Financing and designates these swaps as cash flow hedges of forecasted interest payments. At inception, the Group formally documents the hedging relationship, its risk-management objective and strategy, the hedging instrument, the hedged item, the nature of the risk being hedged, and the method used to assess effectiveness. For designated cash flow hedges, changes in the fair value of the hedging instrument are recorded in accumulated other comprehensive income and reclassified to interest expense in the same period the hedged interest payments affect earnings. Swaps not designated in a qualifying hedging relationship are measured at fair value, with changes in fair value and settlements recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss).
Power contracts (normal purchases and normal sales)
The Group enters into contracts to purchase and sell electricity for the physical supply of power to its data center operations. These contracts meet the definition of a derivative under ASC 815 but qualify for, and have been documented and designated under the normal purchases and normal sales scope exception because they provide for the purchase or sale of electricity in quantities expected to be used in the normal course of business and physical delivery is probable. Contracts designated as normal purchases and normal sales are not recognized at fair value; the related purchases and sales are recognized on an accrual basis as power is delivered and consumed.
Embedded features within convertible notes
The Group evaluates and accounts for derivatives embedded in its convertible instruments in accordance with ASC 815. Accordingly, the Group has assessed if embedded derivatives should be separated from its host contract and accounted for as a separate derivative instrument based on whether all three ASC 815 criteria are met:
1.The economic characteristics and risks of the embedded derivative are not clearly and closely related to the economic characteristics and risks of the host contract;
F-20
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
2.The hybrid instrument is not remeasured at fair value under GAAP with changes in fair value reported in earnings as they occur; and
3.A separate instrument with the same terms as the embedded derivative would be a derivative instrument. ASC 815 also provides an exception to this rule when the host instrument is deemed to be a conventional convertible debt instrument as defined in the FASB ASC topic.
The Group identified embedded derivatives in the convertible instruments issued, including conversion options and redemption rights. The Group determined that these embedded features should not be separated from its host contract and are accounted for as part of the convertible debt. Refer to Note 23. Debt for further information.
Bitcoin purchase option
In June 2025, the Group obtained a Bitcoin purchase option in connection with amended payment terms with Bitmain for mining hardware purchases. The option was accounted for as a derivative under ASC 815 and measured at fair value through earnings. Th option was not exercised and expired during the year ended June 30, 2026, with no material impact on the Group’s consolidated financial statements for the year ended.
Employee benefits
The Group provides benefits to its employees for paid absences including annual vacation leave and long-service leave. Annual leave vests to employees based on service and is typically taken within one year.
Long-service leave is an Australian employee entitlement that provides a paid leave benefit after a specified period of continuous service (generally 7 to 10 years). The Group’s policy is to accrue the cost of both annual leave and long service leave as employees render service, in accordance with ASC 710-10.
Debt
Convertible debt
As discussed above in the Group’s Derivative accounting policy, convertible debt may contain embedded conversion features that must be first evaluated to determine if bifurcation and separate accounting would be required.
If the conditions are not met, the entire instrument will be accounted for as debt. The embedded conversion features in the Group’s convertible debt are deemed to be indexed to the Group’s Ordinary shares and meet the criteria for classification in stockholder’s equity, and therefore derivative accounting does not apply. Therefore, the Group recognizes its convertible debt as Notes Payable on its Consolidated Balance Sheets, net of unamortized debt issuance costs. The associated debt issuance costs are amortized into interest expense on the Consolidated Statements of Operations and Comprehensive Income (Loss) using the interest method over the term of the debt.
Where the Company offers, for a limited period, revised terms consistent with the existing conversion terms to induce holders to convert their convertible notes, the transaction is accounted for as an induced conversion. An inducement charge equal to the excess of the fair value of the consideration paid over the fair value of the securities issuable under the original conversion terms is recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss); the carrying amount of the notes is derecognized and the remaining difference is recognized within equity.
Other debt
Debt is recognized initially at fair value, net of directly attributable transaction costs, and subsequently measured at amortized cost. Debt issuance costs are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related debt and are amortized to finance expense over the contractual term of the facility using the effective-interest method. Fees paid in respect of an undrawn financing commitment are deferred; on drawdown, any such deferred amount relating to the drawn facility is amortized over the term of that facility as an adjustment to its effective yield. Debt
F-21
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
is classified as current when the settlement of scheduled principal repayments are due within twelve months of the reporting date and the Group does not have an unconditional right to defer settlement of such amounts for at least twelve months after the balance date.
Refer to Note 23. Debt for further information.
Other liabilities
Other liabilities primarily consist of employee benefit obligations, and accrued interest payable on convertible notes. These liabilities are classified as current when settlement is expected within 12 months of the balance sheet date and as non-current when settlement is expected beyond 12 months.
Ordinary shares
Ordinary shares are classified as an equity instrument. Incremental costs directly attributable to the issuance of ordinary shares are recognized as a reduction of equity, net of the related tax effect.
Equity instruments issued to suppliers
The Group measures equity instruments issued to non-employees in exchange for goods or services at their grant-date fair value. Where such instruments are issued to acquire property and equipment, their grant-date fair value is included in the cost of the related assets. Instruments that are indexed to the Company’s own equity and meet the conditions for equity classification are recorded in stockholders’ equity and are not subsequently remeasured.
Stock-based compensation
The Group recognizes stock-based compensation expense for all stock-based awards made to employees, directors, consultants, and service providers, if any, including incentive stock options, non-qualified stock options, stock awards, and stock units based upon the estimated grant-date fair value of the awards.
The fair value of stock-based compensation awards is amortized over the vesting period, which is defined as the period during which a recipient is required to provide service in exchange for an award. The Group generally uses a graded vesting method for all grants. Awards with both market and service conditions are expensed over the vesting period for each separately vesting tranche. Forfeitures are estimated in accordance with ASC Topic 718, Stock Compensation (“ASC 718”) using historical experience and projected employee turnover. This estimate may be adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the prior estimate.
For more complex performance awards, including awards with market conditions, the fair value is estimated using the Black-Scholes-Merton option pricing model or Monte-Carlo simulations, which take into account the exercise price, the term of the option or the restricted stock units (“RSUs”), the impact of dilution, the share price at grant date, expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the awards. The expected price volatility is based on implied volatilities of traded instruments with similar remaining terms, interpolated where necessary to match the remaining term of each instrument.
In accordance with ASC 718, stock-based compensation for awards with market conditions is recognized over the vesting period, regardless of whether the market condition is ultimately achieved and will only be adjusted to the extent the service condition is not met.
If stock-based awards are modified, as a minimum, an expense is recognized as if the modification has not been made. An additional expense is recognized, over the remaining vesting period, for any modification that increases the total fair value of the stock-based compensation benefit as at the date of modification.
If stock-based awards are cancelled or settled during the vesting period (other than a grant cancelled by forfeiture when the vesting conditions are not satisfied), this is treated as an acceleration of vesting and the amount that otherwise would have
F-22
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
been recognized for services received over the remainder of the vesting period will be recognized immediately through stock-based compensation expense in earnings.
The Group classifies its stock-based compensation within “Selling, general and administrative expenses” on the Consolidated Statements of Operations and Comprehensive Income (Loss). Refer to Note 25. Stock-based compensation for further information.
Income taxes
The Group complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
A valuation allowance is recorded if it is more-likely-than-not that some portion, or all, of a deferred tax asset will not be realized. In evaluating whether a valuation allowance is needed, the Group considers all relevant evidence, including past performance, recent cumulative losses, projections of future taxable income, and the viability of tax planning strategies. If the Group subsequently determines that there is sufficient evidence to indicate a deferred tax asset will be realized, the associated valuation allowance is reversed.
The Group recognizes positions taken or expected to be taken in a tax return in the Consolidated Financial Statements when it is more-likely-than-not that the position would be sustained upon examination by tax authorities. The Group recognizes any interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to income taxes that have been accrued or recognized as of June 30, 2026, 2025, 2024.
Sales Taxes
Goods and Services Tax (“GST”), Provincial Sales Tax (“PST”), and other similar indirect taxes are levied by various jurisdictions on the purchase of goods and services.
The Company accounts for such taxes on a net basis, meaning revenue and expenses are recorded exclusive of recoverable sales taxes. Sales taxes collected from customers are excluded from revenue, and taxes paid to suppliers are excluded from expenses where they are recoverable from tax authorities.
For non-recoverable sales taxes incurred:
•If related to the acquisition or construction of an asset, the non-recoverable amount is capitalized as part of the asset’s cost.
•If related to other expenditures, the non-recoverable amount is expensed as incurred.
Sales tax amounts payable to or recoverable from tax authorities are presented separately in the balance sheets.
Net income (loss) per share of Ordinary shares attributable to Ordinary shareholders
The Group computes basic and diluted EPS for net income. Basic EPS is computed using net income and the weighted-average number of Ordinary shares outstanding. Diluted EPS is computed using net income and the weighted-average number of Ordinary shares outstanding plus any dilutive potential Ordinary shares outstanding, including stock options and restricted stock units, to the extent dilutive under the treasury-stock method, and potential Ordinary shares issuable upon conversion of the Group’s convertible notes under the if-converted method. Refer to Note 27. Net income (loss) per share of Ordinary shares for further information.
F-23
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Government grants
Grants from the government are recognized when receipt is probable and the related conditions have been met. Depending on the grant conditions, grants received may be deferred and recognized over the periods necessary to match the related costs.
Foreign currency
The functional currency of the Parent Entity is USD. The Group has consolidated subsidiaries that have a non-U.S. Dollar functional currency. Each of the Group’s subsidiaries determines its own functional currency and items of each subsidiary included in the Consolidated Financial Statements are measured using that functional currency. Assets and liabilities of foreign operations having a functional currency other than the U.S. Dollar are translated at the rate of exchange prevailing at the reporting date and revenues and expenses at average rates during the period. Foreign currency translation adjustments are reflected within accumulated other comprehensive income (loss) in stockholders’ equity. Gains and losses from foreign currency transactions are included in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the period. Foreign currency-denominated monetary assets and liabilities of the Company are translated using the rate of exchange prevailing at the reporting date. Revenues and expenses are measured at average rates during the period. Gains or losses on translation of these items are included in earnings. Foreign currency denominated non-monetary assets and liabilities, measured at historic cost, are translated at the rate of exchange at the transaction date.
Finance expense
Finance expense primarily consists of interest expense on debt and finance leases and amortization of debt raise costs using the effective interest rate method.
Loss contingencies
In the ordinary course of business, the Group may be involved in legal proceedings, claims and governmental and/or regulatory reviews. The Group periodically reviews estimates of potential costs to be incurred by us in connection with the adjudication or settlement, if any, of these matters. These estimates are developed, as applicable, in consultation with external legal counsel and are based on an analysis of potential outcomes.
In accordance with ASC Topic 450, Contingencies, (“ASC 450”) loss contingencies are accrued when, in the opinion of management, an adverse outcome is probable and such financial outcome can be reasonably estimated. Such amounts are recognized within “accounts payable and accrued expenses” on the Consolidated Balance Sheets. If a loss is not probable or the amount cannot be reasonably estimated, no liability is recognized. Accruals are reviewed and may be adjusted as facts and circumstances evolve, including changes in legal strategy or developments in individual matters. Legal costs are expensed as incurred.
Additional paid-in capital
Additional paid-in capital primarily consists of amounts recognized in connection with equity-settled stock-based compensation awards, including stock options and restricted stock units classified as equity.
Recent accounting pronouncements
The Group continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Group’s financial reporting, the Group undertakes a study to determine the consequences of the change to its Consolidated Financial Statements and ensures that there are proper controls in place to ascertain that the Group’s Consolidated Financial Statements properly reflect the change.
In December 2023, FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures (1) for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and (2) for
F-24
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Group adopted ASU 2023-09 for our annual period beginning July 1, 2025, which did not have a material impact on the Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-04, Debt (Subtopic 470-20): Debt with Conversion and Other Options (“ASU 2024-04”). ASU 2024-04 clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument. ASU 2024-04 is effective for reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. The Group early adopted ASU 2024-04 on July 1, 2025, using the prospective transition approach. As a result of our adoption, the Group accounted for the repurchase of the 3.25% Convertible Senior Notes due 2030 (the “2030 Convertible Notes”) and 3.50% Convertible Senior Notes due 2029 (the “2029 Convertible Notes”) as an induced conversion. Refer to Note 23. Debt for additional details.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses, where entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted. The Group early adopted ASU 2025-05 on July 1, 2025, using the prospective transition approach, which did not have a material impact on the Unaudited Condensed Consolidated Financial Statements.
In January 2025, FASB issued Update ASU 2025-01, Income Statement— Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2025-01 was issued to clarify the effective date for Update ASU 2024-03, Income Statement— Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires public business entities to provide additional disclosures in the notes to financial statements, disaggregating specific expense categories within relevant income statement captions. The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion, and amortization related to oil-and-gas producing activities. ASU 2024-03 is effective for the first annual reporting period beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Group is currently assessing the impact of adopting the standard.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 updates the guidance in Topic 270 by improving navigability of the required interim disclosures, clarifying when that guidance is applicable and requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for annual periods beginning after December 15, 2027 and interim periods within annual reporting periods beginning after December 15, 2028; early adoption is permitted. The Group is currently assessing the impact of adopting the standard.
Note 3. Segment information
The Group’s significant expense categories and amounts that are regularly provided to, and used by, the CODM in assessing performance and allocating resources and that are included in each reported measure of segment profit or loss are presented by reportable segments in Note 5. Cost of revenue.
F-25
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
The following table presents revenue and cost of revenue for the Group’s reportable segments, reconciled to the Consolidated Statements of Operations and Comprehensive Income (Loss):
Year Ended,
(in USD thousands) 2026 2025 2024
Reportable segment revenue
AI Cloud Services revenue $ 128,795 $ 16,394 $ 3,105
Bitcoin mining revenue 578,212 484,629 184,087
Total segment and consolidated revenue 707,007 501,023 187,192
Reportable segment cost of revenue (exclusive of depreciation and amortization shown below):
AI Cloud Services (16,932) (1,319) (379)
Bitcoin mining (202,774) (157,673) (86,688)
Total segment and consolidated cost of revenue (219,706) (158,992) (87,067)
Total segment gross profit (loss) 487,301 342,031 100,125
Reconciling items:
Selling, general and administrative expenses (449,115) (136,458) (70,424)
Depreciation and amortization (417,729) (181,136) (50,470)
Impairment of assets (638,805) (7,223) —
Gain (loss) on disposal of property, plant and equipment (24,908) 4,002 43
Other operating expenses (15,157) (13,302) (8,074)
Other operating income 11,699 9,413 1,566
Finance expense (59,251) (11,045) (98)
Interest income 80,631 7,504 5,831
Increase (decrease) in fair value of assets held for sale (110,622) (2,160) —
Realized gain (loss) on financial instruments (9,269) (4,215) 4,121
Unrealized gain (loss) on financial instruments 558,541 77,518 (3,448)
Gain on partial extinguishment of financial liabilities — 9,093 —
Debt conversion inducement expense (111,799) — —
Foreign exchange gain (loss) (10,273) (1,339) (4,747)
Other non-operating income 72 817 108
Other non-operating expense — — —
Income tax (expense) benefit 6,062 (6,560) (3,453)
Net income (loss) $ (702,621) $ 86,941 $ (28,920)
F-26
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Entity-wide disclosures
Disaggregated revenue data by geographical region based on the location of the contracting entity is as follows:
Years ended June 30,
(in USD thousands) 2026 2025 2024
Australia $ 578,212 $ 484,629 $ 184,087
United States — — —
Canada 128,795 16,394 3,105
Total revenue $ 707,007 $ 501,023 $ 187,192
Long-lived assets, excluding deferred tax assets, are located in the following geographical locations:
(in USD thousands) June 30, 2026 June 30, 2025
Australia $ 68,185 $ 1,748
United States 5,339,815 1,626,521
Canada 1,807,601 337,162
Spain 218,937 —
Total long-lived assets $ 7,434,538 $ 1,965,431
Note 4. Revenue
Revenue from Contracts with Customers (ASC 606)
Disaggregation of Revenue
The Group primarily generates its revenue through Bitcoin mining and AI Cloud Services. The Group’s revenues are disaggregated by geographical region based on the location of the contracting entity and type of service or goods. For the periods presented in the Consolidated Statements of Operations and Comprehensive Income (Loss), all Bitcoin mining revenue was generated in Australia and all AI Cloud Services revenue was generated in Canada.
Contract Balances
The timing of revenue recognition, billings and cash collections result in accounts receivable and deferred revenue. A receivable is recorded at the invoice amount, net of an allowance for credit losses, and is recognized in the period when the Group has the right to invoice its customers and when its right to consideration is unconditional. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days or less.
Accounts receivable, net, was $21.1 million and $1.6 million as of June 30, 2026 and June 30, 2025, respectively, and consisted entirely of amounts receivable from the Group’s AI Cloud Service customers.
Deferred revenue, including current and non-current balances as of June 30, 2026 and June 30, 2025, was $219.1 million and $0.9 million, respectively. For the year ended June 30, 2026, revenue recognized from deferred revenue at the beginning of the period was $0.9 million. For the year ended June 30, 2025, revenue recognized from deferred revenue at the beginning of the period was $0.5 million.
F-27
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Significant Financing Component
Certain customer contracts include significant advance prepayments. The Group assessed whether these terms create a significant financing component under ASC Topic 606, Revenue from Contracts with Customers. Interest expense related to significant financing components was nil for the years ended June 30, 2026, 2025, and 2024, respectively.
Lease Revenue (ASC 842)
During the year ended June 30, 2026, the Group entered into agreements to provide customers with access to dedicated GPU computing capacity. The Group determined that these arrangements contain leases of specified GPU equipment and dedicated data center space. These lease components are classified and accounted for as operating leases under ASC 842, Leases, with the Group as lessor.
The Group elected the practical expedient, by class of underlying asset, to combine the lease components with the associated non-lease service components, including power, cooling, network connectivity and monitoring. The combined component is accounted for as an operating lease under ASC 842 because the lease component is predominant. The leases commence upon customer acceptance and generally have terms ranging from approximately three to five years.
The underlying GPU equipment and data center assets remain classified within property and equipment and continue to be depreciated in accordance with the Group’s accounting policies. See Note 14. Property, plant and equipment, net.
No lease revenue was recognized during the periods presented in the Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 20. Deferred revenue, for additional information regarding deferred lease revenue.
Remaining Performance Obligations (“RPO”)
As of June 30, 2026, the Group had $5.1 billion of unsatisfied RPO, of which $0.9 billion is expected to be recognized over the initial 12 months ending June 30, 2027, $1.3 billion between months 13 and 24, and the remaining balance recognized between months 25 and 60.
As of June 30, 2026, the aggregate contracted value of lease arrangements was approximately $11.4 billion.
As of June 30, 2026, the Group’s unsatisfied remaining performance obligations under ASC 606 and the aggregate contracted value of lease arrangements under ASC 842 totaled approximately $16.6 billion.
Note 5. Cost of revenue
The components of cost of revenue (exclusive of depreciation and amortization) are as follows:
Year ended June 30, 2026
(in USD thousands) AI Cloud Bitcoin Mining Total
Electricity $ 4,502 $ 186,576 $ 191,078
Employee benefits 8,538 11,804 20,342
Other direct expenses 3,892 4,394 8,286
Total cost of revenue $ 16,932 $ 202,774 $ 219,706
F-28
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Year ended June 30, 2025
(in USD thousands) AI Cloud Bitcoin Mining Total
Electricity $ 249 $ 147,805 $ 148,054
Employee benefits 823 7,520 8,343
Other direct expenses 247 2,348 2,595
Total cost of revenue $ 1,319 $ 157,673 $ 158,992
Year ended June 30, 2024
(in USD thousands) AI Cloud Bitcoin Mining Total
Electricity $ 42 $ 81,563 $ 81,605
Employee benefits 283 3,912 4,195
Other direct expenses 54 1,213 1,267
Total cost of revenue $ 379 $ 86,688 $ 87,067
Note 6. Selling, general, and administrative expenses
The components of selling, general and administrative expenses are as follows:
Years ended June 30,
(in USD thousands) 2026 2025 2024
Employee benefits $ 46,666 $ 23,637 $ 16,612
Payroll taxes 56,723 3,896 1,395
Professional fees 34,094 18,001 8,080
Stock based compensation 205,023 42,642 23,636
Insurance 20,992 18,102 7,033
Renewable energy certificates 8,614 5,733 874
Property taxes 10,270 4,054 982
Non-refundable provincial sales tax 15,680 5,189 1,408
Marketing expenses 20,273 2,884 2,051
Other selling, general and administrative expenses 30,780 12,320 8,353
Total selling, general and administrative expenses $ 449,115 $ 136,458 $ 70,424
F-29
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Note 7. Other operating expenses
The components of other operating expenses are as follows:
Years ended June 30,
(in USD thousands) 2026 2025 2024
Loss on theft of PPE in transit $ — $ 1,724 $ —
Loss contingencies — 5,788 8,074
Other transaction costs 10,907 4,242 —
Write-off of deposit — 1,548 —
Professional fees relating to business acquisition $ 4,250 $ — $ —
Total other operating expenses $ 15,157 $ 13,302 $ 8,074
Note 8. Other operating income
The components of other operating income are as follows:
Years ended June 30,
(in USD thousands) 2026 2025 2024
Demand response program income $ 10,407 $ 7,715 $ 1,566
Insurance income — 1,699 —
Other revenue 1,292 — —
Total other operating income $ 11,699 $ 9,413 $ 1,566
Note 9. Business Combination
On June 12, 2026, the Group acquired 100% of the equity interests in Ingenostrum, S.L. (“Nostrum”), a Spain-based developer of grid-connected data center infrastructure, expanding the Group's development footprint to Europe. The acquisition has been accounted for as a business combination under ASC 805 Business Combinations. Total consideration was approximately $147.9 million (€128.1 million), comprising approximately $94.8 million in cash, $5.6 million in contingent consideration and $47.5 million in the Company’s Ordinary shares at fair value on acquisition-date.
The following table summarizes the provisional fair values of the identifiable assets acquired and liabilities assumed at the acquisition date. The purchase price allocation for the acquisition is preliminary and may be adjusted during the measurement period (up to one year from the acquisition date) as the valuation of acquired assets, deferred taxes and certain assumed liabilities is finalized.
F-30
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
(in USD thousands) Fair Value
Cash and cash equivalents $ 6,330
Accounts receivable, net 3,329
Deposits and prepaid expenses 351
Other assets 2,458
Property, plant and equipment, net 41,587
Intangible assets, net 150,440
Deferred tax assets 2,160
Other non-current assets 2,800
Total identifiable assets acquired 209,455
Deferred tax liabilities 37,360
Debt 31,539
Accounts payable and accrued expenses 27,271
Contingencies 1,242
Total liabilities assumed 97,412
Net identifiable assets acquired 112,043
Goodwill 35,836
Total consideration transferred $ 147,879
The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill is primarily attributable to the assembled workforce and expected synergies from Nostrum's development, engineering and construction capability in support of the Group's AI Cloud Services strategy. Acquisition-related costs of $1.6 million were expensed as incurred and are included in other operating expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).
From the date of acquisition, the financial results of Nostrum are not material to the Group's consolidated financial statements. Pro forma revenue and net income have not been presented because the historical results would not have been material to the consolidated financial statements in any period presented.
Note 10. Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash as reported on the Consolidated Balance Sheets are reconciled to the total shown on the Consolidated Statements of Cash Flows as follows:
(in USD thousands) June 30, 2026 June 30, 2025
Cash and cash equivalents $ 5,895,591 $ 564,526
Restricted cash — current 1,670,252 -
Restricted cash — non-current 53,684 -
Total cash, cash equivalents and restricted cash $ 7,619,527 $ 564,526
Restricted cash consists of amounts held in reserve accounts under the Group’s debt financing arrangements, which are contractually restricted as to withdrawal or use under the terms of the debt financing arrangements. Amounts expected to be released within twelve months of the balance sheet date are classified as current; the remainder as non-current.
F-31
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Note 11. Other assets
The components of other assets were as follows:
(in USD thousands) June 30, 2026 June 30, 2025
Current
GST receivables $ 29,779 $ 14,859
Interest receivables 579 637
Other receivables 6,111 5,342
Total current other assets $ 36,469 $ 20,838
Non-current
Debt issuance cost $ 56,768 $ —
Other assets 1,902 486
Total non-current other assets $ 58,670 $ 486
Total other assets $ 95,139 $ 21,324
Debt issuance costs at June 30, 2026 relates to the Group’s $3,645.0 million senior secured financing program (the "GPU Financing"). Refer to Note 23. Debt for further information.
Note 12. Deposits and prepaid expenses
The components of deposits and prepaid expenses were as follows:
(in USD thousands) June 30, 2026 June 30, 2025
Current
Prepayments $ 105,970 $ 33,015
Security deposits 83,170 12,894
Total current deposits and prepaid expenses $ 189,140 $ 45,908
Non-current
Security deposits $ 158,888 $ 29,847
Computer hardware prepayment 107,068 3,068
Total non-current deposits and prepaid expenses $ 265,956 $ 32,916
Total deposits and prepaid expenses $ 455,096 $ 78,824
Computer hardware prepayment
Computer hardware prepayments represent payments made by the Group for the purchase of AI and mining hardware that are yet to be delivered as of June 30, 2026 and 2025. These prepayments are in accordance with payment schedules set out in relevant purchase agreements with hardware manufacturers.
Note 13. Financial assets
F-32
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
The following table presents the Group’s Consolidated Balance Sheets classification of financial assets carried at fair value:
(in USD thousands)
Financial assets Balance Sheet Line June 30, 2026 June 30, 2025
2030 Prepaid forward contract Financial assets - Non current $ — $ 83,117
2029 Prepaid forward contract Financial assets - Non current — 128,500
Electricity financial asset Financial assets - Current — —
Total financial assets $ — $ 211,617
The following table presents the effect of financial assets on the Group’s Consolidated Statements of Operations and Comprehensive Income (Loss):
(in USD thousands) Years ended June 30,
Financial assets Statement of Operations Line 2026 2025 2024
2030 Prepaid forward contract Unrealized gain (loss) on financial instruments $ 178,183 $ 9,400 $ —
2029 Prepaid forward contract Unrealized gain (loss) on financial instruments 275,600 36,000 —
Electricity financial asset Unrealized gain (loss) on financial instruments — — (3,448)
Electricity financial asset Realized gain (loss) on financial asset — (4,215) 4,121
Total financial assets $ 453,783 $ 41,185 $ 673
Prepaid Forward Contracts
2030 Prepaid Forward Contract
On December 6, 2024, the Group issued $440.0 million in aggregate principal amount of 2030 Convertible Notes. In conjunction with the offering of the 2030 Convertible Notes, the Group entered also into a prepaid forward share purchase contract (“2030 Prepaid Forward Contract”) transactions with a financial institution (“2030 Forward Counterparty”). The 2030 Prepaid Forward Contract is a separate transaction to the 2030 Convertible Notes entered into by the Group with the 2030 Forward Counterparty, is not part of the terms of the 2030 Convertible Notes and will not affect any holder’s rights under the 2030 Convertible Notes. Holders of the 2030 Convertible Notes will not have any rights with respect to the 2030 Prepaid Forward Contract.
2029 Prepaid forward contract
On June 13, 2025, the Group issued $550.0 million in aggregate principal amount of the 2029 Convertible Notes. In conjunction with the offering of the 2029 Convertible Notes, the Group also entered into a prepaid forward share purchase contract (“2029 Prepaid Forward Contract”) transaction with a financial institution (“2029 Forward Counterparty”). The 2029 Prepaid Forward Contract is a separate transaction to the 2029 Convertible Notes entered into by the Group with the 2029 Forward Counterparty and is not part of the terms of the 2029 Convertible Notes and will not affect any holder’s rights under the 2029 Convertible Notes. Holders of the 2029 Convertible Notes will not have any rights with respect to the 2029 Prepaid Forward Contract.
Reclassification to equity
F-33
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
On November 19, 2025, the Company’s shareholders approved the repurchase of the Company’s Ordinary shares underlying the Prepaid Forward Transactions, if so elected. Following shareholder approval at the Company’s annual general meeting, the Prepaid Forward Transactions met the conditions for equity classification under ASC Topic 815‑40, Contracts in Entity’s Own Equity (“ASC 815-40”). Accordingly, the Prepaid Forward Transactions were reclassified to stockholders’ equity as a reduction of additional paid‑in capital at their fair value on the date of shareholder approval of $665.4 million.
All of the Prepaid Forward Transactions were outstanding as of June 30, 2026.
Electricity financial asset
A subsidiary of the Group previously entered into a Power Supply Agreement (“PSA”) for the procurement of electricity at the Childress site, which the Group recognized as a financial asset at fair value through earnings.
In August 2024, an addendum to the PSA converted the arrangement to spot-price purchases based on actual usage. As the addendum does not meet the definition of a financial instrument, the associated financial asset was derecognized, with no corresponding balance outstanding as at June 30, 2025. There was no financial asset or associated gain or loss for the year ended June 30, 2026.
Note 14. Property, plant and equipment, net
The components of property and equipment were as follows:
(in USD thousands) June 30, 2026 June 30, 2025
GPU Hardware $ 2,034,811 $ 76,001
Buildings 864,255 639,750
Right-of-use assets - Finance lease 301,848 —
Other PPE 69,237 10,002
Land 139,074 13,086
Leasehold improvements 32 43
Construction in progress 3,657,072 237,734
Mining hardware 596,988 1,135,584
Property and equipment, gross $ 7,663,316 $ 2,112,200
Less: Accumulated depreciation (425,643) (181,246)
Less: Accumulated impairment (484,491) (385)
Property and equipment, net $ 6,753,183 $ 1,930,567
Depreciation and amortization expense related to property, plant and equipment was $417.2 million, $181.1 million, and $50.4 million for the years ended June 30, 2026, 2025, and 2024, respectively.
During the year ended June 30, 2026, the Group entered into lease financing arrangements for the acquisition of GPUs, together with related ancillary equipment. The arrangements provide financing for 100% of the purchase price and are structured as 36-month and 24-month leases, respectively. A portion of the finance leases commenced during the year ended June 30, 2026, at which time the corresponding right-of-use assets and lease liabilities were recognized. The lease commencement dates for the remaining GPUs are expected to occur subsequent to June 30, 2026, at which time the corresponding right-of-use assets and lease liabilities will be recognized.
Impairment
Impairment charges on property and equipment totaled $638.8 million for the year ended June 30, 2026, primarily related to Bitcoin mining hardware as well as certain IT and electrical equipment and data center infrastructure. This primarily
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
reflects assets displaced from the Group’s data centers as part of the Group’s strategic focus on expanding its AI Cloud Services business. Management performed an impairment assessment as of June 30, 2026, resulting in a charge to reduce their carrying amount to estimated fair value. The estimated fair value was lower than the net carrying amount and was determined using Level 3 inputs, based on quoted market values and related adjustments for similar assets.
Impairment charges on property and equipment totaled $7.2 million for the year ended June 30, 2025, primarily related to S19j Pro miners. The impairment was recorded as the estimated fair value of the assets was lower than their net carrying amount immediately prior to their initial classification as held for sale.
There was nil impairment recorded for the year ended June 30, 2024.
Construction in progress
Development assets include costs related to the retrofit and development of data center infrastructure.
Property, Plant and Equipment pledged as security
Included within “GPU Hardware” above are GPUs and related infrastructure with an aggregate net carrying amount of $1,487.1 million as of June 30, 2026 (June 30, 2025: nil) that are owned by IE US Hardware 3, LLC (a wholly owned subsidiary of the Company), the Company's financing subsidiary, and are pledged as collateral under the Group’s GPU Financing facility. These assets may be used only to settle obligations of IE US Hardware 3, LLC and are not available to satisfy claims of the general creditors of IREN Limited or any of its other subsidiaries until such time as the GPU Financing facility has been repaid and the security released. Depreciation on these assets is recorded on a straight-line basis over an estimated useful life of 5 years. Refer to Note 23. Debt and Note 26. Variable Interest Entity for further information.
Note 15. Goodwill and Intangible assets, net
Goodwill
The following table summarizes the changes to goodwill:
(in USD thousands) Total
Balance at July 1, 2024 $ —
Additions —
Balance at June 30, 2025 $ —
Additions 37,016
Foreign currency translation (439)
Impairment losses —
Balance at June 30, 2026 $ 36,577
During the year ended June 30, 2026, the Group recognized goodwill of $37.0 million arising from business combinations completed during the period, primarily from the acquisition of Nostrum. Refer to Note 9. Business Combination for more information.
The Group also recorded goodwill of $1.2 million in connection with an immaterial business combination that occurred during the year ended June 30, 2026.
There were no impairment charges recorded to goodwill for any of the periods presented.
Intangible Assets, Net
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Intangible assets, net consisted of the following:
June 30, 2026
(in USD thousands) Acquired Intangibles, Gross Accumulated Amortization Acquired Intangibles, Net Weighted-Average Finite Lives (in years)
Connection rights for electricity services $ 253,427 $ — $ 253,427 12
Software Licenses 64,636 (631) 64,005 5.5
Total $ 318,063 $ (631) $ 317,431
The Group did not have any intangible assets as of June 30, 2025.
During the year ended June 30, 2026, the Group acquired land purchase rights and electricity connection rights in Oklahoma. The transactions were accounted for as an asset acquisition, with a total acquisition cost of $112.0 million, of which $105.1 million relates to the electricity connection rights. The Oklahoma electricity connection right has a contractual term of 12 years and will be amortized on a straight-line basis beginning when the related capacity is available for use. Once amortization commences, annual amortization expense is expected to be approximately $8.8 million.
During the year ended June 30, 2026, the Group also acquired electricity connection rights in Spain as part of the Nostrum business combination. Refer to Note 9. Business Combination for more information. The connection rights were recognized at an acquisition-date fair value of $150.4 million. As the rights have no contractual term limit and there is no foreseeable limit on the period over which they are expected to contribute to the Group’s cash flows, they are accounted for as indefinite-lived intangible assets and are not amortized.
For the years ended June 30, 2026, 2025, and 2024, respectively, amortization expense related to finite-lived intangible assets were $0.5 million, nil and nil.
Note 16. Assets held for sale
During the years ended June 30, 2026 and 2025, respectively, the Group classified certain Bitcoin mining hardware as held for sale in accordance ASC Topic 360, Property, Plant and Equipment as the miners were no longer in use, were actively marketed for sale, and their sale was deemed highly probable.
Upon classification as held for sale, the hardware was measured at the lower of its carrying amount and fair value less cost to sell. Accordingly, the Group recognized losses of $110.6 million and $2.2 million during the years ended June 30, 2026 and 2025, respectively. Fair value less costs to sell was determined using Level 3 inputs, principally quoted market values and related adjustments for similar assets. Depreciation ceased upon classification of the hardware as held for sale.
The carrying amount of assets held for sale was $72.5 million and nil as of June 30, 2026 and 2025, respectively.
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Note 17. Derivatives
The following table presents the Group’s Consolidated Balance Sheets classification of derivatives carried at fair value:
(in USD thousands) June 30, 2026 June 30, 2025
Derivative Balance Sheet Line Asset Liability Asset Liability
Derivatives designated as hedging instruments:
Interest-rate swaps — cash flow hedges Derivative assets - Non current $ 3,141 $ — $ — $ —
Derivatives not designated as hedging instruments:
Bitcoin purchase option Derivative assets - Current — — 5,756 —
Capped Call Transactions Derivative assets - Non current 412,500 — 122,100 —
Total derivatives $ 415,641 $ — $ 127,856 $ —
The following table presents the effect of derivatives on the Group’s Consolidated Statements of Operations and Comprehensive Income (Loss):
(in USD thousands) Years ended June 30,
Derivative Statement of Operations Line 2026 2025 2024
Derivatives not designated as hedging instruments:
Bitcoin purchase option Net gain (loss) on financial instruments (5,756) 3,918 —
Capped Call Transactions Unrealized gain (loss) on financial instruments 101,848 28,200 —
Total gain (loss) on derivatives $ 96,092 $ 32,118 $ —
Capped Call Transactions
In conjunction with the offering of each series of the Group’s Convertible Notes, the Group has entered into capped call transactions with certain financial institutions (the “Capped Call Transactions”). The Capped Call Transactions are generally expected to reduce potential dilution to holders of the Company’s Ordinary shares upon any conversion of the related Convertible Notes and/or offset any cash payments the Group is required to make in excess of the principal amount of the Convertible Notes upon conversion, in the event that the market price per share of the Company’s Ordinary shares is greater than the strike price of the applicable Capped Call Transaction, with such reduction and/or offset subject to a cap. If any Capped Call Transactions are terminated or unwound prior to their scheduled expiration, the anticipated reduction in potential dilution and/or offset of cash payments may be diminished or may not be realized, and any payments received by the Group in connection with such an early termination or unwind may be less than the value of the protection that would otherwise have been available. The key terms of each Capped Call Transaction are summarized below.
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
(in USD thousands)
Capped Call Transactions Related Convertible Notes Net proceeds used to purchase Transaction costs expensed Last reported sale price of Ordinary shares Date of last reported sale price of Ordinary shares
2030 Capped Call 2030 Convertible Notes $ 44,352 $ 1,452 $ 12.93 December 3, 2024
2029 Capped Call 2029 Convertible Notes $ 53,790 $ 2,790 $ 10.49 June 10, 2025
2031 Capped Call 2031 Convertible Notes $ 56,700 $ 1,418 $ 60.09 October 8, 2025
2032 Capped Call 2032 Convertible Notes $ 104,305 $ 2,503 $ 41.12 December 2, 2025
2033 (Jun) Capped Call 2033 (Jun) Convertible Notes $ 96,715 $ 1,547 $ 41.12 December 2, 2025
2033 (Dec) Capped Call 2033 (Dec) Convertible Notes $ 201,300 $ 5,400 $ 55.15 May 11, 2026
Reclassification to equity
On November 19, 2025, the Company’s shareholders approved the repurchase of the Company’s Ordinary shares underlying the 2030 Capped Call Transactions and the 2029 Capped Call Transactions, if so elected. Following shareholder approval, the 2030 Capped Call Transactions and the 2029 Capped Call Transactions met the conditions for equity classification under ASC 815‑40. Accordingly, the 2030 Capped Call Transactions and the 2029 Capped Call Transactions were reclassified to stockholders’ equity as a reduction of additional paid‑in capital at their fair value on the date of shareholder approval of $259.6 million.
Prior to their reclassification to equity, the Group estimated the fair value of the 2030 Capped Call Transactions and 2029 Capped Call Transactions using the Black-Scholes-Merton pricing model, which includes several inputs and assumptions including the risk-free interest rate, dividend yield, and the expected stock-price volatility. The following table represents the significant and unobservable fair value assumptions used for Capped Call Transactions as at the date of shareholder approval:
2030 Capped Call 2029 Capped Call
Closing share price $45.83 $45.83
Long strike price $16.81 $13.64
Short strike price $25.86 $20.98
Risk free interest rate 3.62 % 3.59 %
Dividend yield nil nil
Expected volatility 62.5 % 62.5 %
Level 3 derivative assets
The Group determined that the Capped Call Transactions are Level 3 derivative assets given that significant unobservable inputs are included in its valuation. The Group estimates the fair value of the derivative using the Black-Scholes-Merton pricing model, which includes several inputs and assumptions including the risk-free interest rate, dividend yield, and the expected stock-price volatility. The following table represents the significant fair value assumptions used for Capped Call Transactions as at June 30, 2026:
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
2031 Capped Call 2032 Capped Call 2033 (Jun) Capped Call 2033 (Dec) Capped Call
Closing share price $45.73 $45.73 $45.73 $45.73
Long strike price $85.63 $51.40 $51.40 $73.07
Short strike price $120.18 $82.24 $82.24 $110.30
Risk free interest rate 4.10 % 4.15 % 4.20 % 4.23 %
Dividend yield nil nil nil nil
Expected volatility 67.5 % 65.0 % 62.5 % 60.0 %
Volatility is a measure of the expected change in variables over a fixed period of time. Some financial instruments benefit from an increase in volatility and others benefit from a decrease in volatility. Generally, for a long position in an option, an increase in volatility would result in an increase in the fair values of financial instruments.
The following table reconciles the movement in the fair value of the Capped Call Transactions:
(in USD thousands) Total Capped Call Transactions
Balance as at July 1, 2025 $122,100
Initial recognition of new Capped Call transactions 448,152
Unrealized gain (loss) recognized 101,848
Reclassification to equity (259,600)
Balance as at June 30, 2026 $412,500
Cash flow hedges
In May 2026, in connection with the Group’s GPU Financing (see Note 23. Debt), the Group entered into pay-fixed, receive-Term-SOFR interest-rate swaps with an aggregate notional amount of $1,500 million as of June 30, 2026, designated as cash flow hedges of the variability in interest payments on the facility. The swaps mature in October 2031 and amortize in line with the scheduled principal of the facility.
For the year ended June 30, 2026, the Group recognized a gain of $3.1 million in other comprehensive income on the effective portion of its cash flow hedges.
Bitcoin purchase option
In June 2025, the Group entered into a supplemental agreement with Bitmain Technologies Delaware Limited (“Bitmain”) relating to outstanding payments for mining hardware. Upon settlement of the outstanding obligation, the Group received a Bitcoin purchase option, which was accounted for separately as a derivative financial instrument and measured at fair value through earnings. As of December 31, 2025, the option had expired unexercised and its carrying value was nil.
Note 18. Fair value measurement
Assets and liabilities that are measured in the Consolidated Balance Sheets at fair value are categorized into a three-level hierarchy based on the priority of the inputs to the valuation. The categorization within the hierarchy is based on the lowest level input that is significant to the fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Level 3: Unobservable inputs for the asset or liability.
The following tables present the Group’s assets and liabilities measured at fair value on a recurring basis:
Fair value measured as of June 30, 2026
(in USD thousands) Total carrying value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3)
Derivative assets
Capped Call Transactions $ 412,500 $ — $ — $ 412,500
Interest-Rate Swaps 3,141 — 3,141 —
Total derivative assets $ 415,641 $ — $ 3,141 $ 412,500
Fair value measured as of June 30, 2025
(in USD thousands) Total carrying value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3)
Financial assets
Prepaid Forward Contracts $ 211,617 $ — $ 211,617 $ —
Total financial assets $ 211,617 $ — $ 211,617 $ —
Derivative assets
Bitcoin purchase option $ 5,756 $ — $ 5,756 $ —
Capped Call Transactions 122,100 — — 122,100
Total derivative assets $ 127,856 $ — $ 5,756 $ 122,100
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Fair value of financial instruments not recognized at fair value
The following tables present information about the Group’s financial instruments that are not recognized at fair value on the Consolidated Balance Sheets.
Fair value measured as of June 30, 2026
(in USD thousands) Total carrying value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3)
2030 Convertible Notes $ 207,621 $ 613,361 $ - $ -
2029 Convertible Notes 228,343 828,943 - -
2031 Convertible Notes 981,814 873,774 - -
2032 Convertible Notes 1,136,412 1,271,515 - -
2033 (Jun) Convertible Notes 1,136,208 1,279,326 - -
2033 (Dec) Convertible Notes 2,962,393 2,617,185 - -
USPP Senior Notes 514,545 - 524,274 -
Total financial liabilities at amortized cost $ 7,167,336 $ 7,484,104 $ 524,274 $ -
Debt instruments that bear interest at variable market rates are not included in the table above, as the carrying value of such instruments approximates fair value due to the variable interest rates resetting to reflect current market conditions.
Fair value measured as of June 30, 2025
(in USD thousands) Total carrying value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3)
2030 Convertible Notes $ 427,837 $ 483,089 $ - $ -
2029 Convertible Notes 534,928 712,844 - -
Total financial liabilities at amortized cost $ 962,765 $ 1,195,933 $ - $ -
There were no transfers between Level 1, 2 or 3 during the years ended June 30, 2026 and 2025.
Refer to Note 13. Financial assets and Note 17. Derivatives for the significant fair value assumptions and activities of the financial instruments measured and recorded at fair value on a recurring basis.
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Note 19. Accounts payable and accrued expenses
The components of accounts payable and accrued expenses are as follows:
(in USD thousands) June 30, 2026 June 30, 2025
Accounts payable $ 1,297,478 $ 81,747
Accrued expenses 527,113 42,368
Loss contingencies — 20,000
Other payables 801 —
Total accounts payable and accrued expenses $ 1,825,392 $ 144,115
Note 20. Deferred revenue
Deferred revenue comprises consideration received in advance of the Group's satisfaction of the related performance obligations under contracts with customers, and consideration received in advance of the commencement of arrangements accounted for as leases. Deferred revenue is disaggregated as follows:
(in USD thousands) June 30, 2026 June 30, 2025
Current
Deferred revenue — contracts with customers $ 46,491 $ 884
Deferred lease revenue — operating leases — —
$ 46,491 $ 884
Non-current
Deferred revenue — contracts with customers $ 172,575 $ —
Deferred lease revenue — operating leases 1,623,480 —
$ 1,796,055 $ —
Total deferred revenue $ 1,842,546 $ 884
Deferred revenue — contracts with customers
Deferred revenue represents consideration received or receivable from customers for which the related performance obligations have not yet been satisfied, and is recognized as revenue as those obligations are satisfied. Refer to Note 4. Revenue for the Group’s disclosures.
Deferred lease revenue — operating leases
Deferred lease revenue represents advance payments received under the customer contracts that are accounted for as leases in respect of separate portions of contracted capacity (“tranches”) that had not commenced as of June 30, 2026. These amounts will be recognized as lease revenue following the commencement of each tranche, consistent with the pattern in which lease income is recognized. This balance is not a contract liability under ASC 606 and is not included in the contract-liability disclosures in Note 4. Revenue.
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Note 21. Other Liabilities
The components of other liabilities are as follows:
(in USD thousands) June 30, 2026 June 30, 2025
Current
Employee benefits $ 8,216 $ 1,834
Payroll taxes 27,657 566
Accrued interest payable 7,877 1,545
Other liabilities 10,202 —
Total current other liabilities $ 53,952 $ 3,945
Non-current
Employee benefits $ 372 $ 234
Payroll taxes 7,522 —
Total non-current other liabilities $ 7,894 $ 234
Total other liabilities $ 61,846 $ 4,179
Note 22. Finance leases
The Group has finance leases that are material to the consolidated financial statements and has provided the related disclosures below. The Group also has operating leases for office space that are not material.
The following table shows the right-of-use assets and lease liabilities as of June 30, 2026 and June 30, 2025:
(in USD thousands) June 30, 2026 June 30, 2025
Right-of-use assets:
Finance leases $ 273,662 $ —
Total right-of-use assets $ 273,662 $ —
Lease liabilities:
Finance leases - Current $ 125,340 $ —
Finance leases - Non current 118,456 —
Total lease liabilities $ 243,796 $ —
The Group’s lease costs are comprised of the following:
Years ended June 30,
(in USD thousands) 2026 2025 2024
Finance lease cost:
Amortization of ROU asset $ 27,312 $ — $ —
Interest on lease liabilities 12,322 — —
Impairment charge on ROU asset 874 — —
Total lease expense $ 40,508 $ — $ —
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
The following table presents supplemental lease information:
Years ended June 30,
(in USD thousands) 2026 2025 2024
Operating cash flows — interest paid $ 11,315 $ — $ —
Investing cash flows — lease deposits paid $ 10,184 $ — $ —
Financing cash flows — principal repaid $ 48,876 $ — $ —
Years ended June 30,
2026 2025 2024
Weighted-average remaining lease term – finance leases 1.9 0 0
Weighted-average discount rate – finance leases 9.9 % — % — %
The following table presents the Group’s future minimum finance lease payments as of June 30, 2026:
(in USD thousands) FinanceLeases
Financial Year 2027 $ 144,040
Financial Year 2028 98,711
Financial Year 2029 27,638
Financial Year 2030 —
Financial Year 2031 —
Thereafter —
Total undiscounted lease payments $ 270,389
Less present value discount (26,593)
Present value of finance lease liabilities $ 243,796
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Note 23. Debt
The total debt obligations are as follows:
Years ended June 30,
(in USD thousands) Maturities Effective Interest Rates 2026 2025
Recourse debt
2030 Convertible Notes June 15, 2030 3.87% $ 212,310 $ 440,000
2029 Convertible Notes December 15, 2029 4.22% 233,389 550,000
2031 Convertible Notes July 1, 2031 0.37% 1,000,000 —
2032 Convertible Notes June 1, 2032 0.45% 1,150,000 —
2033 (Jun) Convertible Notes June 1, 2033 1.18% 1,150,000 —
2033 (Dec) Convertible Notes December 1, 2033 1.18% 3,000,000 —
Other debt 2027 - 2029 Various 21,950 —
Total recourse debt $ 6,767,649 $ 990,000
Non-recourse debt
DDTL Facility December 31, 2031 7.12% $ 413,000 $ —
USPP Senior Notes December 31, 2031 7.05% 525,000 —
Total non-recourse debt $ 938,000 $ —
Total principal of debt $ 7,705,649 $ 990,000
Less: unamortized issuance costs (112,705) (27,235)
Total debt, net of unamortized issuance costs $ 7,592,944 $ 962,765
Less: debt, current (169,370) —
Debt, non-current $ 7,423,574 $ 962,765
As of June 30, 2026, the future principal payments for the Group's total debt were as follows:
Years ended June 30, Total
2027 $ 177,362
2028 269,927
2029 194,181
2030 573,467
2031 127,922
Thereafter 6,362,790
Total $ 7,705,649
The total interest expense for the Group’s debt obligations was as follows:
Years ended June 30,
(in USD thousands) 2026 2025 2024
Contractual interest expense $ 37,166 $ 9,053 $ —
Amortization of debt issuance costs 9,408 1,400 —
Total $ 46,574 $ 10,453 $ —
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
In the year ended June 30, 2026, the Group entered into the following debt instruments:
(in USD thousands) Issuance date Stated interest rate Principal amount1
2031 Convertible Notes October 14, 2025 0.00% $ 1,000,000
2032 Convertible Notes December 08, 2025 0.25% 1,150,000
2033 (Jun) Convertible Notes December 08, 2025 1.00% 1,150,000
2033 (Dec) Convertible Notes May 14, 2026 1.00% 3,000,000
DDTL Facility2 June 30, 2026 SOFR + 2.25% 1,545,000
USPP Senior Notes2 June 11, 2026 5.96% 2,100,000
1 Amounts represent borrowing capacity for the DDTL Facility and USPP Senior Notes and the principal amounts for the Convertible Notes.
2 Refer to Note 17. Derivatives for the Group’s interest rate cash flow hedge position in relation to the GPU Financing.
Convertible Notes
The Group has issued six series of convertible senior notes (collectively, the “Notes”). The Group accounts for the Notes in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470”), ASC 815, and ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). For each series, the Group identified a single embedded derivative combining the conversion option and the Group’s redemption right, and determined that this feature should not be separated from the debt host; accordingly, each series is accounted for in its entirety as a debt host, with the carrying amount accreted to the principal amount at maturity using the effective interest method.
Holders may convert their Notes into cash, ordinary shares, or a combination thereof, with the form of consideration determined at the Group’s election, upon the occurrence of specified events and, in each case, during a specified period before maturity. The Company may redeem the Notes for cash, in whole or in part, on or after the applicable first redemption date noted below, if the last reported sale price of its ordinary shares equals or exceeds 130% of the applicable conversion price for a specified trading-day threshold. Conversion rates are subject to customary anti-dilution adjustments and, in addition, will be increased in certain circumstances for holders who convert in connection with a redemption notice or a make-whole fundamental change. As of June 30, 2026, the share price trigger under the conversion conditions for our 2030 Convertible Notes and 2029 Convertible Notes was met.
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Details of the Group’s Notes are as follows:
2030 Notes 2029 Notes 2031 Notes 2032 Notes 2033 (Jun) Notes 2033 (Dec) Notes
Issuance date December 6, 2024 June 13, 2025 October 14, 2025 December 8, 2025 December 8, 2025 May 14, 2026
Maturity date June 15, 2030 December 15, 2029 July 1, 2031 June 1, 2032 June 1, 2033 December 1, 2033
Stated interest rate 3.25 % 3.50 % 0% 0.25% 1.00% 1.00%
Interest payment dates June 15 & December 15 June 15 & December 15 N/A June 1 & December 1 June 1 & December 1 June 1 & December 1
Initial conversion price $ 16.81 $ 13.64 $ 85.63 $ 51.40 $ 51.40 $ 73.07
First redemption date December 20, 2027 June 20, 2028 January 8, 2029 December 6, 2028 December 6, 2029 June 6, 2030
Unamortized discount and issuance costs $ 4,689 $ 5,046 $ 18,186 $ 13,588 $ 13,792 $ 37,607
Carrying value as of June 30, 2026 $ 207,621 $ 228,343 $ 981,814 $ 1,136,412 $ 1,136,208 $ 2,962,393
Repurchase of the 2030 Convertible Notes and 2029 Convertible Notes
On December 2, 2025, the Company entered into separate, privately negotiated transactions with a limited number of holders of outstanding 2030 Convertible Notes and 2029 Convertible Notes to repurchase a portion of the 2030 Convertible Notes and 2029 Convertible Notes (the “Repurchase”) for cash. The settlement of the conversion of the 2030 Convertible Notes and 2029 Convertible Notes is through cash, ordinary shares, or a combination of both, at the Group’s election.
The total repurchase cost was approximately $1,632.4 million, which includes accrued and unpaid interest of $8.9 million. The repurchase was accounted for as an induced conversion in accordance with ASU 2024-04. The Company recorded an inducement expense of $111.8 million within “Debt conversion inducement expense” in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended June 30, 2026 and a charge to additional paid-in capital of $981.0 million within stockholders’ equity.
GPU Financing
In May 2026, the Company, through its indirect, wholly owned financing subsidiary, IE US Hardware 3, LLC (the “Financing SPV”), entered into a $3,645.0 million GPU Financing comprising two separate instruments: a $1,545 million senior secured delayed draw term loan (the “DDTL Facility”) provided by a syndicate of commercial bank lenders under a Credit Agreement, and $2,100 million of senior secured notes (the “USPP Senior Notes”) issued to institutional investors under a Note Purchase Agreement. The two instruments share a common security package and covenant framework established under a Common Terms Agreement, but are separate debt instruments held by different classes of creditors and bearing different interest rates. The proceeds of the GPU Financing are used to finance a portion of the acquisition cost of GPUs and related infrastructure deployed by the Financing SPV in support of the Group’s agreement with Microsoft Corporation (“Microsoft”) announced in November 2025 (the “Microsoft Agreement”).
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
The GPU Financing contains affirmative and negative covenants customary for non-recourse project financings, including a minimum debt service coverage ratio, restrictions on additional indebtedness and on distributions from the Financing SPV, and maintenance and insurance requirements. As at June 30, 2026, the Group was in compliance with all financial and operational covenants. The GPU Financing also requires the Group to enter into interest rate hedge agreements and certain power cost hedging requirements. As of June 30, 2026, the Group is in compliance with these requirements.
The GPU Financing is structured as a non-recourse financing of the Financing SPV, with recourse to the Parent Entity limited to certain specified guarantees described below. No liability is recognized for these guarantees, which are guarantees by the Parent Entity of the obligations of consolidated subsidiaries that are not subject to recognition and whose underlying obligations are already consolidated. The Group does not consider payment or performance under any of the guarantees to be probable.
Hedge guarantees
The Parent Entity has guaranteed the Financing SPV's payment obligations under its pre-closing interest rate and power hedge transactions to the hedge counterparties, as interim credit support pending each hedge's transfer into the secured hedge structure, which occurs on a tranche-by-tranche basis as the related debt and notes are drawn. A counterparty may call the guarantee only after demanding payment from the Financing SPV and expiry of the applicable cure period. The guarantee steps down as each tranche transfers into the secured structure, with Tranche 1 having been transferred (and the balance is expected to transfer by the end of calendar 2026) and falls away for any tranche terminated and settled beforehand.
Remarketing Right guarantee
If Microsoft validly terminates a funded tranche of the Microsoft Agreement and a replacement qualified customer is not secured during the ensuing remarketing period, the Parent has guaranteed that (i) the debt and notes allocated to that tranche, net of any disposition proceeds realized from the sale of the GPUs associated with such terminated tranche and applied to prepayment, payable within five business days of demand, and (ii) any upfront amount owed to Microsoft on termination, payable when due (subject to a carve-out where the Collateral Agent enforces against the collateral during the remarketing period). The guarantee is released as each tranche is accepted by Microsoft and terminates on the earliest of discharge of the secured obligations, acceptance and funding of the final tranche, or the occurrence of all tranche release dates.
Managed services performance guarantee
The Parent has guaranteed the full and timely performance by the data center provider, a subsidiary of the Parent, of its service obligations to the Financing SPV under the managed services agreement. This is a performance guarantee and not a guarantee of the Financing SPV's borrowings. It terminates on the earliest of discharge of the secured obligations, the data center provider ceasing to be a Group affiliate, its replacement at the Collateral Agent's direction, or termination of the agreement, and accordingly may remain outstanding for the term of the Microsoft Agreement.
The Financing SPV is a variable interest entity of which the Company is the primary beneficiary and which is consolidated (refer to Note 26. Variable Interest Entity).
DDTL Facility
On May 29, 2026, the Financing SPV entered into a Credit Agreement providing for a $1,545 million senior secured delayed draw term loan facility with a syndicate of commercial bank lenders. Borrowings under the DDTL Facility bear interest at a floating rate equal to 1-month Term SOFR plus 2.25% per annum, payable monthly in arrears. Principal is repayable monthly in accordance with the amortization schedule set out in the Credit Agreement. The DDTL Facility is drawn in four tranches aligned to the delivery milestones under the Microsoft Agreement, subject to satisfaction of specified conditions precedent.
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
As at June 30, 2026, $413 million of the DDTL had been funded and $1,132 million of unfunded commitment remained available subject to the conditions precedent.
USPP Senior Notes
On May 29, 2026, the Financing SPV entered into a Note Purchase Agreement providing for the issuance of up to $2,100 million of senior secured notes to institutional investors in a private placement. The Senior Notes bear interest at a fixed rate of 5.96% per annum, payable monthly in arrears. Principal is repayable monthly in accordance with the amortization schedule set out in the Note Purchase Agreement. The USPP Senior Notes are issued in up to four tranches. Note proceeds are funded into a restricted escrow account on each tranche closing date and are released to the Financing SPV upon satisfaction of the release conditions.
As at June 30, 2026, $525 million of USPP Senior Notes had been issued and $1,575 million of unfunded commitment remained available subject to the conditions precedent.
Refer to Note 17. Derivatives for the Group’s interest rate cash flow hedge position in relation to the GPU Financing.
Note 24. Stockholders’ equity
We do not have a limit on our authorized share capital and do not recognize the concept of par value under Australian law.
The total number of Ordinary shares outstanding (including loan-funded shares) was 380,710,559 and 258,103,209 as at June 30, 2026 and 2025, respectively.
At-the-Market facility
On January 21, 2025, the Company filed a registration statement, including an accompanying at-the-market prospectus supplement relating to the offer and sale of $1,000,000,000 additional Ordinary shares. The Company had issued 66,707,732 Ordinary shares under this At Market Sales Agreement (the “Sales Agreement”) generating an aggregate of approximately $999,999,452 in proceeds through September 2025, with no further amounts remaining available for sale under that prospectus supplement.
On March 4, 2026, the Company filed a new prospectus supplement relating to the offer and sale of up to $6,000,000,000 of its Ordinary shares under the Sales Agreement. The newly filed prospectus supplement replaces and supersedes the prospectus supplement noted above relating to the offer and sale of up to $1,000,000,000 of the Company’s Ordinary shares. As of June 30, 2026, the Company has issued 47,165,838 Ordinary shares under the new prospectus supplement generating an aggregate of approximately $2,492,057,000 in gross proceeds.
Equity Offering
In conjunction with the Repurchase, on December 2, 2025, the Company entered into certain share purchase agreements, by and between the Company and certain purchasers, pursuant to which the Company agreed to sell 39,699,102 Ordinary shares in a registered direct offering at a price of $41.12 per share (the “Equity Offering”). The issuance and sale of 39,699,102 Ordinary shares was completed on December 8, 2025.
Loan-funded shares
As at June 30, 2026 and June 30, 2025, there were 516,951 and 842,291 restricted ordinary shares issued to management under the Employee Share Plans as well as certain non-employee founders of Podtech Innovation Inc, which are treated as stock options for accounting purposes.
B Class Shares
On or around August 18, 2021, the shareholders of the Company approved the issue of one B Class share each (for consideration of A$1.00 per B Class share) to entities controlled by Daniel Roberts and William Roberts, respectively. The B Class shares were formally issued on October 7, 2021. Each B Class share confers on the holder 15 votes for each
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
ordinary share in the Company held by the holder. In addition, a B Class share confers a right for the holder to nominate a director to put forward for election to the Board. Because of the increased voting power of the B Class shares, the holders of the B Class shares collectively could continue to control a significant percentage of the combined voting power of the Company’s shares and therefore may be able to control all matters submitted to the Company’s shareholders for approval until the redemption of the B Class shares by the Company on the earlier of (i) when the holder ceases to be a director due to voluntary retirement; (ii) a transfer of B Class shares in breach of the Constitution; (iii) liquidation or winding-up of the Company; or (iv) at any time which is 12 years after the Company’s ordinary shares are first listed on a recognized stock exchange. Aside from these governance rights, the B Class shares do not provide the holder with any economic rights (e.g. the B Class shares do not confer on its holder any right to receive dividends). The B Class shares are not transferable by the holder (except in limited circumstances to affiliates of the holder).
Investment Rights
In connection with its arrangements with NVIDIA Corporation (“NVIDIA”) for the supply of GPUs, on May 7, 2026 the Group granted NVIDIA rights to acquire up to 30,000,000 of the Company’s Ordinary shares at an exercise price of $70.00 per share (the “Investment Rights”). The Investment Rights vest and become exercisable in tranches based on the volume of GPUs supplied by NVIDIA to the Group, and expire on May 7, 2031. The Investment Rights are indexed to the Company’s own equity, meet the conditions for equity classification, and are recorded in stockholders’ equity.
The grant-date fair value of the Investment Rights, determined using a Black-Scholes option-pricing model, was approximately $793.4 million. This amount will be capitalized as part of the cost of the GPUs acquired from NVIDIA and is recognized as the underlying GPUs are received by the Group, on a per-unit basis. The Investment Rights are not remeasured following the grant date. The Investment Rights relate to the Group’s supply arrangements with NVIDIA and are accounted for separately from the Company’s cloud services agreement with NVIDIA, under which NVIDIA is a customer of the Group.
The significant assumptions used in the Black-Scholes model were: expected volatility of 67.5%, expected term of five years, a risk-free interest rate of 3.96%, discount for lack of marketability of 15% and an expected dividend yield of nil. For the purpose of computing diluted earnings per share, vested Investment Rights are included under the treasury-stock method to the extent dilutive; unvested Investment Rights are excluded.
Dividends
No dividends were declared during the years ended June 30, 2026, 2025 and 2024.
Note 25. Stock-based compensation
The Group has entered into a number of stock-based compensation arrangements. Details of these arrangements, which are considered as options for accounting purposes, are described below:
2025 Omnibus Incentive Plan (“2025 Omnibus Plan”)
In November 2025, the Company’s shareholders approved the 2025 Omnibus Plan under which employees and directors may be granted equity compensation awards featuring time-based vesting conditions and/or performance-based vesting conditions. As of June 30, 2026, the Company had an aggregate of 17.5 million Ordinary shares reserved for future issuance under the 2025 Omnibus Plan.
Under the terms of the plan, the Board maintains sole discretion over the administration, eligibility and vesting criteria of instruments issued under the 2025 Omnibus Plan.
2023 Long-Term Incentive Plan Restricted Stock Units (“2023 LTIP”)
In June 2023, the Board approved a revised long-term incentive plan (“2023 LTIP”) under which participating employees and directors were eligible to be granted RSUs in three tranches, the first two tranches being time-based vesting conditions
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
and the third tranche being performance-based vesting conditions. RSUs issued under the revised long-term incentive plan are subject to other terms and conditions contained in the plan.
Under the terms of the plan, the Board maintains sole discretion over the administration, eligibility and vesting criteria of instruments issued under the 2023 LTIP.
2022 Long-Term Incentive Plan Restricted Stock Units (“2022 LTIP”)
In June 2022, the Board approved a new long-term incentive plan (“2022 LTIP”) under which participating employees and directors were eligible to be granted RSUs in two equal tranches after three and four years of continued service, including a portion the vesting of which is also subject to the achievement of specified performance goals over this time period. RSUs issued under the new long-term incentive plan are subject to other terms and conditions contained in the plan.
Under the terms of the plan, the Board maintains sole discretion over the administration, eligibility and vesting criteria of instruments issued under the 2022 LTIP.
Loan-Funded Shares
Under this scheme, the Company issues a limited recourse loan (that has a maximum term of up to nine years and 11 months) to employees for the sole purpose of acquiring shares in the Company. Upon disposal of any loan-funded shares by employees, the aggregate purchase price for the shares shall be applied by the Company to pay down the outstanding loan payable.
The recourse on the loan is limited to the lower of the initial amount of the loan granted to the employee and the proceeds from the sale of the underlying shares. Employees are entitled to exercise the voting and dividend rights attached to the shares from the date of allocation. If the employee leaves the Company within the vesting period, the shares may be bought back by the Company at the original issue price and the loan is repaid. Loan-funded shares have been treated as options as required under ASC 718. Vesting of instruments granted under the Employee Share Plans are dependent on specific service thresholds being met by the employee.
Employee and Non-Executive Director Option Plan
The Board approved an Employee and a Non-Executive Director Option Plan on July 28, 2021. The terms of the plans are substantially similar to the Loan-Funded Shares, with the main difference being that the incentives are issued in the form of options and loans are not provided to participants. Options vest based on continued service, and the Board retains absolute discretion to cancel unvested options if the holder leaves the Company within the vesting period.
$75 Exercise Price Options
On August 18, 2021, the Group’s shareholders approved the grant of 2,400,000 long-term options each to entities controlled by Daniel Roberts and William Roberts to acquire ordinary shares at an exercise price of $75 per option (“$75 Exercise Price Options”). These options were granted on September 14, 2021, and have a contractual exercise period of 12 years.
The options are subject to customary adjustments to reflect any reorganization of the Company’s capital, as well as adjustments to vesting thresholds including any future issuance of ordinary shares by the Company.
The $75 Exercise Price Options will vest in four tranches following listing of the Company, if the relevant ordinary share price is equal to or exceeds the corresponding vesting threshold, as adjusted to reflect changes in the shares on issue of the Group on a fully diluted basis, and the relevant executive director has not voluntarily resigned as a director of the Company. The vesting thresholds as of June 30, 2026, based on a fully dilutive share count of 558,718,254, were as follows:
•600,000 Long-term Target Options vested on October 7, 2025, as the VWAP of an Ordinary share over the immediately preceding 20 trading days equaled or exceeded the vesting threshold applicable on that date
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
•600,000 Long-term Target Options vested on May 14, 2026, as the VWAP of an Ordinary share over the immediately preceding 20 trading days equaled or exceeded the vesting threshold applicable on that date
•If the VWAP of an ordinary share over the immediately preceding 20 trading days is equal to or exceeds $71.76: 600,000 Long-term Target Options will vest
•If the VWAP of an ordinary share over the immediately preceding 20 trading days is equal to or exceeds $143.52: 600,000 Long-term Target Options will vest
The VWAP vesting thresholds may also be triggered by a sale or takeover of the Company based upon the price per ordinary share received in such transaction. The option holder is entitled to receive in its capacity as a holder of the options, a distribution paid by the Company per ordinary share as if the vested options were exercised and ordinary shares issued to the option holder at the relevant time of such distribution.
The Group’s stock-based compensation expense recognized during the years ended June 30, 2026, 2025, and 2024 is included in selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (loss) as follows:
(in USD thousands) Years ended June 30,
2026 2025 2024
Stock options $ 38,503 $ 12,431 $ 12,885
Service-based RSUs 126,777 28,223 9,400
Performance-based RSUs 39,743 1,988 1,351
Total stock-based compensation $ 205,023 $ 42,642 $ 23,636
June 30, 2026 - Stock-Based Compensation Activity
Restricted stock units with service conditions
Stock-based compensation expense related to share-settled RSUs with service conditions is based on the fair value of the Group’s Ordinary shares on the date of grant. The Group recognizes stock-based compensation expense associated with such share-settled RSU awards on a graded basis over the awards’ service-based vesting tranches.
The following table presents a summary of activity for the RSUs with service conditions under all plans during the year ended June 30, 2026:
(in USD thousands, except share and per share amounts) Number ofunits Weighted averagegrant-datefair value Aggregateintrinsic value
Outstanding as of June 30, 2025 15,567,267 $ 7.68 $ 226,815
Granted 5,442,382 19.09
Forfeited (237,057) 11.37
Exercised (5,782,906) 6.44
Outstanding as of June 30, 2026 14,989,686 $ 12.25 $ 685,478
Vested and exercisable as of June 30, 2026 4,710,515 $ 7.50 215,412
As at June 30, 2026, the Group had approximately $76.4 million of total unrecognized compensation expense related to unvested service condition RSUs granted, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.01 years.
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Restricted stock units with performance conditions
Stock-based compensation expense related to share-settled RSUs with market conditions is based on the Monte Carlo valuation method, which utilizes multiple input variables to determine the probability of the Company achieving the market condition and the fair value of the award. Compensation expense is recognized on a graded basis over the performance period regardless of whether the market condition and requisite service period are met.
Compensation expense for RSUs with non-market performance conditions is based on grant-date fair value and recognized over the performance period for awards probable of vesting, with a cumulative catch-up as that probability assessment changes. Compensation expense is recognized on a graded basis over the performance period regardless of whether the market condition and requisite service period are met.
The following table presents a summary of activity for the RSUs with performance conditions under all plans during the year ended June 30, 2026:
(in USD thousands, except share and per share amounts) Number ofunits Weighted averagegrant-datefair value Aggregateintrinsic value
Outstanding as of June 30, 2025 6,158,567 $ 5.28 $ 89,730
Granted 3,898,754 12.33
Forfeited (250,303) 6.61
Exercised (4,080,978) 6.36
Outstanding as of June 30, 2026 5,726,040 $ 9.25 $ 261,852
Vested and exercisable as of June 30, 2026 56,718 $4.94 $2,594
During the year ended June 30, 2026, the Group issued the following RSUs with performance conditions:
•3,732,114 RSUs which are scheduled to vest after three years based on total shareholder return measured against the Russell 2000 Index (and continued service over the vesting period).
•166,640 RSUs which are scheduled to vest in five equal tranches upon completion of milestones of fully operational IT load at certain sites under development by the Group.
As at June 30, 2026, the Group had approximately $32.9 million of total unrecognized compensation expense related to unvested performance condition RSUs granted, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.41 years.
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Stock options
The following table presents a summary of the option activity under all plans:
(in USD thousands, except share and per share amounts and years) Number of shares Weighted average exercise price (per share) Aggregate intrinsic value Weighted average remaining contractual life (in years)
Outstanding as of June 30, 2025 7,878,554 $ 47.07 $ 34,648 5.80
Granted — —
Forfeited or canceled — —
Exercised (2,374,360) 3.27
Outstanding as of June 30, 2026 5,504,194 $ 66.03 $ 28,784 6.8
Vested and exercisable as of June 30, 2026 3,046,773 $ 50.26 $ 26,906 6.11
As at June 30, 2026, the Group had approximately $23.1 million of total unrecognized compensation expense related to unvested stock options as of June 30, 2026, which is expected to be recognized over a weighted-average remaining vesting period of approximately 4.15 years.
No options were granted during the years ended June 30, 2026, 2025 and 2024.
As of June 30, 2026 there were 2,457,421 unvested options.
Valuation methodology
The fair value of the RSUs with market conditions have been measured using a Monte-Carlo simulation. Service and non-market performance conditions attached to the arrangements were not taken into account when measuring fair value.
The following table lists the weighted average (where applicable) inputs used in measuring the fair value, as at the grant date (based on Australian Eastern Standard Time), for RSUs with market conditions granted during the years ended June 30, 2026, 2025, and 2024:
Grant date Dividend yield Expected volatility Risk-free interest rate Expected life Grant date share price Fair value Number of RSUs granted
% % % years US$ US$
Long-Term Incentive Plan
June 30, 2024
RSUs — 100 % 4.38 % 3.00 4.67 2.41 1,574,725
June 30, 2025
RSUs — 66 % 4.14 % 4.92 10.86 6.93 6,373,418
RSUs (at modification date) — 75 % 4.12 % 4.49 8.41 4.14 (2,579,448)
June 30, 2026
RSUs — 80 % 3.61 % 3.03 14.66 10.34 3,732,114
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Note 26. Variable Interest Entity
Consolidated VIE — IE US Hardware 3, LLC
IE US Hardware 3 LLC (the “Financing SPV”) is a wholly owned, limited-purpose subsidiary formed to hold and operate the GPU and related equipment supporting the Group’'s contract with Microsoft, financed with senior secured borrowings under the Group’s GPU Financing (see Note 23. Debt). The Group has determined that the Financing SPV is a variable interest entity because its equity at risk is not sufficient to finance its activities without additional financial support from other parties, and that the Group is the primary beneficiary because it directs the activities that most significantly affect the entity’s economic performance, the operation and maintenance of the GPUs and management of performance under the customer contract, and through its equity interest and operating exposure, is obligated to absorb losses and has the right to receive benefits that could be significant. Accordingly, the Group consolidates the Financing SPV.
The assets of the Financing SPV may be used only to settle its obligations and are not available to satisfy the general obligations of the Group except for permitted equity distributions. The Financing SPV’s debt and hedging obligations are non-recourse to the general credit of the Group, except to the extent of limited parent guarantees provided by IREN Limited in respect of the Remarketing Right and the Financing SPV’s interest rate and power hedges. These two guarantees step down on a tranche-by-tranche basis and terminate on acceptance and funding of the final tranche of the Microsoft Agreement. The Group has separately guaranteed the performance obligations under the managed services agreement relating to the financed assets. This performance guarantee is expected to remain outstanding for the term of the Microsoft Agreement. These guarantees are described further in Note 23. Debt. Except to the extent of the guarantees described above, the creditors of the Financing SPV have no recourse to the general credit of the Group.
The following table presents the carrying amounts of the Financing SPV’s assets and liabilities included in the Group’s consolidated balance sheet.
Years ended June 30,
(in USD thousands) 2026 2025
Assets
Cash and cash equivalents $ — $ —
Restricted cash, current portion 1,670,252 —
Other Assets and Other Receivables 56,768 1
Restricted cash, less current portion 53,684 —
Property and equipment, net 1,487,112 —
Deposits and prepaid expenses, less current portion 4,089 —
Derivative assets 3,141 —
Total assets $ 3,275,046 $ 1
Liabilities
Accounts payable and accrued expenses $ 1,127,716 $ —
Other liabilities, current portion 1,738 —
Debt, current portion 152,629 —
Debt, less current portion 765,574 —
Deferred revenue, less current portion 1,013,120 —
Total liabilities $ 3,060,777 $ —
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Note 27. Net income (loss) per share of Ordinary shares
Basic and diluted net income (loss) per share of Ordinary shares is computed in accordance with Note 2. Basis of presentation, summary of significant accounting policies and recent accounting pronouncements – Net income (loss) per share of Ordinary shares.
The following table presents potentially dilutive securities on a weighted average basis that were not included in the computation of diluted net income (loss) per share of Ordinary shares as their inclusion would have been anti-dilutive:
Years ended June 30,
2026 2025 2024
Stock options 5,504,194 4,381,787 8,906,840
Restricted stock units 23,250,808 15,508,896 6,616,342
Investment Rights 4,520,548 — —
Convertible notes 71,831,847 6,454,464 —
Capped call transactions1 32,114,455 — —
Prepaid forward transactions1 8,910,354 — —
Total 146,132,206 26,345,147 15,523,182
1The capped call transactions and prepaid forward transactions are excluded from the computation of diluted net income (loss) per share in all periods, as their effect would always be anti-dilutive..
The following is a reconciliation of the denominator of the basic and diluted net income (loss) per share of Ordinary shares computations for the periods presented:
(in USD thousands. except share and per share amounts) Years ended June 30,
2026 2025 2024
Numerator:
Net income (loss) $ (702,621) $ 86,941 $ (28,920)
Numerator for diluted net income (loss) per share of Ordinary shares $ (702,621) $ 86,941 $ (28,920)
Denominator:
Basic weighted-average shares used in computing net income (loss) per share of Ordinary shares 316,123,145 214,586,767 99,640,920
Effects of dilutive securities:
Options — 2,054,372 —
Restricted stock units — 6,604,512 —
Dilutive potential Ordinary shares — 8,658,884 —
Diluted weighted-average shares used in computing net income (loss) per share of Ordinary shares 316,123,145 223,245,651 99,640,920
Basic net income (loss) per share of Ordinary shares $ (2.22) $ 0.41 $ (0.29)
Diluted net income (loss) per share of Ordinary shares $ (2.22) $ 0.39 $ (0.29)
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
Note 28. Income taxes
For financial reporting purposes, income (loss) before income taxes includes the following components:
(in USD thousands) Years ended June 30,
2026 2025 2024
Australia $ 210,156 $ 70,955 $ (31,133)
Foreign (918,839) 22,546 5,666
Total $ (708,683) $ 93,501 $ (25,467)
The components of the (provision) benefit for income taxes consists of:
(in USD thousands) Years ended June 30,
2026 2025 2024
Current
Australian Federal $ 793 $ — $ —
Australian State — — —
Foreign 4,880 1,665 1,743
Total current $ 5,673 $ 1,665 $ 1,743
Deferred
Australian Federal $ (9,003) $ — $ —
Australian State — — —
Foreign (2,732) 4,895 1,710
Total deferred $ (11,735) $ 4,895 $ 1,710
Total income tax provision (benefit) $ (6,062) $ 6,560 $ 3,453
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
A reconciliation of the Australian Corporate statutory income tax rate to the Group’s effective tax rate before income taxes after the adoption of ASU 2023-09 is as follows:
Year ended June 30,
(in USD thousands, and in percentages) 2026
Tax (benefit) expense computed at the Australian Corporate statutory rate (30%) $ (212,605) 30.0 %
State and local income tax, net of federal tax benefit 793 (0.1) %
Foreign tax effects:
United States
Statutory tax rate difference between the United States and Australia 65,269 (9.2) %
Changes in valuation allowances 153,137 (21.6) %
Other 333 — %
Canada
Statutory tax rate difference between Canada and Australia 5,288 (0.7) %
Changes in valuation allowances 47,022 (6.6) %
Other 2,184 (0.3) %
Other foreign jurisdictions 2,168 (0.3) %
Changes in unrecognized tax benefits 2,284 (0.3) %
Changes in valuation allowances (15,115) 2.1 %
Non-taxable or non-deductible items:
Share based compensation 58,513 (8.3) %
Inducement expense 33,540 (4.7) %
Financial asset movement gain (150,021) 21.2 %
Other permanent differences 4,189 (0.6) %
Changes in estimates of deferred tax balances (3,041) 0.4 %
Other adjustments — — %
Total income tax expense (benefit) and effective tax rate $ (6,062) 0.9 %
F-58
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
A reconciliation of the Australian Corporate statutory income tax rate to the Group’s effective tax rate before income taxes before the adoption of ASU 2023-09 is as follows:
(in USD thousands, and in percentages) Years ended June 30,
2025 2024
Tax (benefit) provision computed at the Australian Corporate statutory rate $ 28,050 30.0 % $ (7,640) 30.0 %
State taxes, net of federal tax benefit — — — —
Share based Compensation 12,603 13.5 6,422 (25.2)
Increase/(Decrease) in non-deductible expenses (3,196) (3.4) 1,664 (6.5)
Foreign currency differences related to accounting and tax functional currencies 1,893 2.0 — —
Foreign tax rate differential (1,700) (1.8) (436) 1.7
Non-recoverable foreign withholding tax 1,225 1.3 308 (1.2)
Changes in valuation allowances (37,791) (40.4) 2,615 (10.3)
Changes in unrecognized tax benefits 1,453 1.6 — —
Deconsolidation Adjustment for SPV's — — — —
Other permanent differences 3,918 4.2 — —
Other 103 0.1 519 (2.0)
Total tax expense/(benefit) and effective tax rate $ 6,560 7.0 % $ 3,453 (13.6) %
The Group’s effective income tax rate was 0.9% for the year ended June 30, 2026, compared with 7.0% for the year ended June 30, 2025. For the year ended June 30, 2026, the Group recorded an income tax benefit of $6.1 million on a loss before income taxes of $708.7 million, compared with income tax expense of $6.6 million on income before income taxes of $93.5 million for the year ended June 30, 2025. The difference between the Group’s effective income tax rate for the year ended June 30, 2026 and the Australian statutory income tax rate of 30% was primarily attributable to changes in valuation allowances recorded against certain deferred tax assets in the United States, Canada and other foreign jurisdictions based on the application of ASC 740’s recognition criteria at the reporting date; losses incurred in foreign jurisdictions subject to statutory income tax rates below 30%; and permanent book-to-tax differences, including non-deductible share-based compensation expense, partially offset by non-taxable items.
Following the adoption of ASU 2023-09, cash paid for income taxes, net of refunds, for the year ended June 30, 2026, was as follows:
Year ended June 30,
(in USD thousands) 2026
Federal jurisdictions: $ —
State / Provincial jurisdictions: —
Other foreign jurisdictions:
Foreign 2,696
Total other foreign jurisdictions 2,696
Total income taxes paid, net of refunds received $ 2,696
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
The following table summarizes the components of deferred tax assets and deferred tax liabilities:
June 30, 2026 June 30, 2025
Deferred tax assets
Tax losses $ 418,331 $ 146,929
Unrealized foreign exchange losses 2,542 475
Capital raising costs 6,604 10,326
Loss Contingencies — 6,000
Capital losses 8,676 29,302
Unrealized foreign exchange gains 611 —
Employee benefits 600 —
Other 20,513 3,846
Total deferred tax assets $ 457,877 $ 196,879
Valuation allowance (209,386) (25,281)
Net deferred tax assets $ 248,491 $ 171,598
Deferred tax liabilities
Property, plant and equipment $ (214,182) $ (142,893)
Unrealized foreign exchange gains (525) (5,511)
Employee Benefits — —
Convertible Notes — (3,704)
Financial Assets (18,200) (21,068)
Other (46,416) (6,394)
Total deferred tax liabilities $ (279,323) $ (179,570)
Total net deferred tax asset (liabilities) $ (30,832) $ (7,971)
A reconciliation of the beginning and ending amount of total unrecognized tax benefits for the tax years ended June 30, 2026, 2025 and 2024 is as follows:
(in USD thousands) Years ended June 30,
2026 2025 2024
Balance, beginning of year $ 1,453 $ — $ —
Increase/(Decrease) related to prior year tax positions — 214 —
Increase related to current year tax positions 2,642 1,239 —
Balance, end of year $ 4,095 $ 1,453 $ —
As of June 30, 2026, the total amount of unrecognized tax benefits was $4.1 million. If the unrecognized tax benefits were recognized as of June 30, 2026, there would be a $4.1 million favorable impact that would affect the effective rate.
After considering all available positive and negative evidence, the Group recorded a valuation allowance of $209.4 million as of June 30, 2026 (June 30, 2025: $25.3 million) against certain deferred tax assets based on the application of ASC 740’s recognition criteria at the reporting date. The Group had gross operating loss carryforwards of $1,731.7m as of June 30, 2026. United States federal net operating losses and Australian revenue losses may be carried forward indefinitely, while Canadian non-capital losses expire between 2043 and 2046.
F-60
IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
The Group operates on a fiscal year end ending June 30 and files income tax returns in Australia, the United States, Canada and other jurisdictions. The Company’s tax years from 2022 onward in Australia, the United States and in Canada remain subject to examination by the relevant tax authorities. Except for matters disclosed elsewhere in the financial statements, the Group was not subject to any material income tax examinations as of June 30, 2026.
Note 29. Commitments and contingencies
Commitments
As at June 30, 2026 and 2025, the Group had commitments of $13,810.0 million and $368.8 million. These commitments include committed capital expenditure on AI hardware and infrastructure related to site development.
The committed amounts are payable as set out below:
(in USD thousands) June 30, 2026 June 30, 2025
Commitments
Amounts payable within 12 months of balance date: $ 13,611,035 $ 368,805
Amounts payable after 12 months of balance date: 199,002 —
Total commitments $ 13,810,037 $ 368,805
Legal and regulatory matters
The Group is subject at times to various claims, lawsuits and governmental proceedings relating to the Group’s business and transactions arising in the ordinary course of business. The Group cannot predict the final outcome of such proceedings. Where appropriate, the Group vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including, consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in ordinary course of business are covered by the Group’s insurance program. The Group maintains property and various types of liability insurance in an effort to protect the Group from such claims. In terms of any matters where there is no insurance coverage available to the Group, or where coverage is available and the Group maintains a retention or deductible associated with such insurance, the Group may establish an accrual for such loss, retention or deductible based on current available information.
In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Group in the accompanying Consolidated Balance Sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then the Group discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Group as incurred and included in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Group’s defense of such matters.
On the basis of current information, the Group does not believe there is a reasonable possibility that any material loss will result from any claims, lawsuits and proceedings to which the Group is subject to either individually, or in the aggregate.
Contingencies
U.S. importation tariff
In April 2025, the Group received a Notice of Action (“NOA”) from U.S. Customs and Border Protection challenging the country of origin of mining hardware imported by the Group to the U.S. between April 2024 and February 2025. The NOA asserted that the country of origin of the mining hardware is China and notified the Group of an assessment of a U.S.
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IREN Limited
Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
importation tariff of 25%. The seller has represented to the Group that the country of origin of the mining hardware was not China. Certificates of origin and/or commercial invoices and shipping documents for all mining hardware shipments assessed in the NOA have been provided to the Group to support this claim. The Group has contested the NOA and the associated tariff cost of approximately $100 million. While the outcome of this matter is uncertain at this time, the Group has determined it is not probable that it will result in a future cash outflow and, as such, no loss contingency was recorded as of June 30, 2026. Based on the preliminary nature of this proceeding, the Group cannot reasonably predict the outcome of this matters at this time.
Non-Refundable Sales Tax
The Canada Revenue Agency (“CRA”) asserts that 5% Goods and Services Tax (“GST”) should be applied to services exported to the Australian parent under an intercompany services agreement. The CRA’s position is based on its determination that the Australian parent has a permanent establishment in Canada, thereby requiring the Canadian subsidiaries to charge and remit GST on those services.
On March 31, 2025, the Group received a Notice of Confirmation from the CRA upholding this assessment. In response, the Group filed a Notice of Appeal with the Tax Court of Canada to dispute the assessment.
As at June 30, 2026, the total amount of GST under dispute related to the services supplied to the Australian parent entity is approximately $27.6 million.
Based on the current status of the dispute and the strength of the Group’s legal position, the Group has concluded that it is reasonably possible, but not probable that an outflow of economic resources will be required as at June 30, 2026. Accordingly, the Group has not recorded a loss contingency as at June 30, 2026 in respect of this matter.
Note 30. Subsequent events
The Group has completed an evaluation of all subsequent events after the balance sheet date up to the date that the Consolidated Financial Statements are issued. Except as described above and below, the Group has concluded no other subsequent events have occurred that require disclosure.
Subsequent Equity Awards
On July 1, 2026, following Board approval on June 30, 2026, the Company granted an award of 9,099,328 restricted share units to each of its Co-Chief Executive Officers under the Company’s 2025 Omnibus Plan. The awards will vest in equal annual installments over the four-year period following the grant date, subject to continued service through the applicable vesting date. In addition, following the applicable vesting date, each tranche of RSUs will be subject to an additional two-year post-vesting holding period requirement during which the Co-CEOs generally may not sell, transfer, or otherwise monetize the vested RSUs.
The aggregate grant-date fair value of the awards will be recognized as share-based compensation expense over the four-year requisite service period. No related expense was recognized during the year ended June 30, 2026.
Business combinations
On May 4, 2026, the Company entered into a merger agreement to acquire 100% of Mirantis, Inc. (“Mirantis”), a U.S.-based cloud software and services provider. The acquisition closed on August 3, 2026. Aggregate consideration was approximately $544 million, payable through the issuance of 12.6 million Ordinary shares plus cash and restricted stock units of approximately $40 million as of closing. Because the acquisition closed after June 30, 2026, it is a non-recognized subsequent event; accordingly, no assets acquired or liabilities assumed have been recognized in these consolidated financial statements.
The initial accounting for the business combination, including the allocation of consideration to the identifiable assets acquired and liabilities assumed and the measurement of goodwill and acquired intangible assets, is incomplete as of the
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Notes to the consolidated financial statements
For the years ended June 30, 2026, 2025, and 2024
date these financial statements were issued. The Group expects to provide the required acquisition-related disclosures in a subsequent filing once the initial accounting has been completed.
August 2026 Financing Agreement
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 (collectively, the “August 2026 Financing Agreements”) for aggregate financing of up to $2.4 billion, comprised of (i) an approximately $1.2 billion master financing and security agreement (the “MFSA”) and (ii) an approximately $1.2 billion aggregate principal amount of the Borrower’s Notes (the “Notes”) pursuant to a note purchase agreement.
The August 2026 Financing Agreements finance GPU servers 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. Borrowings under the MFSA and issuances of Notes will be made in stages and mature 30 months after the relevant funding date. Borrowings under the MFSA and the Notes bear interest at a fixed rate of 9.0% per annum, and principal amounts outstanding amortize in accordance with applicable amortization schedules.
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