IREN Limited Nasdaq: IREN · formerly Iris Energy Limited · ACN 629 842 799

Note The FY26 loss is dominated by impairments on decommissioned mining hardware — $450.4m of the $638.8m full-year charge landed in Q4 alone — not by operating deterioration. Q4 Adjusted EBITDA also fell on hiring and platform investment running ahead of the AI revenue ramp.¹⁴

Nine announced data center projects across four countries, plus what the company calls a further multi-gigawatt development pipeline it has not yet named. Bars are scaled against the largest site, Kiowa at 1,600 MW gross.¹¹⁹

Site notes

Significant subsidiaries

Exhibit 21.1 to the FY26 10-K lists seven significant subsidiaries. The structure is compact and jurisdictionally uniform: every US entity is a Delaware corporation or LLC, and every Canadian entity is British Columbian — Delaware being the conventional domicile for US subsidiaries irrespective of where operations sit. The naming convention encodes function: Holdings for asset-owning vehicles, Hardware for the GPU-financing entities that carry the non-recourse debt.²

The registers hold more of the family than the exhibit does. A Delaware name search for "IE US" returns eighteen entities, sixteen of them following the IE US pattern; Exhibit 21.1 vouches for five. The other eleven — Development Holdings 1, 4, 5, 6, 7 and 8, Hardware 4, 5 and 6, IE US Operations Inc. and IE US 1, Inc. — are name matches only, and three of them, Hardware 5 LLC, Hardware 6 LLC and Development Holdings 8 LLC, were formed on 28 May and 1 June 2026, after the Kiowa Project Plan had been recommended.²¹ British Columbia has a neighbour of the same kind: IE CA Development Holdings 5 Ltd., BC1307619, registered 28 May 2021 and absent from the exhibit.²³

Two further wholly owned subsidiaries were added by acquisition after the subsidiary list's cut-off: Mirantis, Inc. (August 2026) and Ingenostrum, S.L., trading as Nostrum Group (June 2026, Spain).¹

Emerald ProjectCo Inc.: the Oklahoma counterparty, as the registries record it

The Pittsburg County Project Plan names Emerald ProjectCo Inc. as the company behind the Kiowa data center. That name is not in Exhibit 21.1 and appears nowhere in IREN's SEC record. The two state registries that do hold it record the following, and nothing more.²¹²²

Three things follow, and one does not. The domicile fits: every US entity in Exhibit 21.1 is a Delaware corporation or LLC, and so is this one. The date fits: incorporation on 29 July 2025 precedes the county's Statutory Review Committee recommendation of 21 April 2026 by almost nine months. The agent matches: Emerald ProjectCo and all five Delaware entities in Exhibit 21.1 sit with Corporation Service Company at 251 Little Falls Drive — but that is a commercial agent used by a great many unrelated companies from that address, and a shared agent proves nothing on its own.²¹ The officer and the address close the loop: the certified Oklahoma qualification of 16 December 2025 is signed by Will Roberts as President, the name of this company's co-founder and co-chief executive, and gives the corporation's principal place of business as 620 FM 1033, Childress, Texas, which is IREN's Childress campus.²² The same filing shows what the vehicle is: 1,000 shares at a cent, ten dollars of authorised capital, $21,100 of assets against $1,000 of liabilities, a stated Oklahoma business of "project development and land acquisitions," and a declared maximum of $187,000,000 to be invested in the state in the current fiscal year. The Secretary of State was written in as its registered agent on the form; Corporation Service Company replaced it on 30 July 2026 over William Roberts's signature. What still does not follow is ownership: no record read names the shareholder, the name departs from the IE US convention every other US subsidiary follows, and Exhibit 21.1 does not list it. The relationship is documented by officer and address; the parent is not stated in any document in this file.

People, and where they sit

Four independent non-executives and the two founder Co-CEOs. All four independents sit on both standing committees; there is no standing nominating committee, and the independent directors collectively recommend nominees. Following constitutional amendments approved at the November 2025 AGM, directors now stand for election at every annual general meeting.⁵⁹

Five C-suite appointments landed in 2026 alone, most of them hired out of hyperscalers and infrastructure operators rather than promoted from the mining business. The Chief Marketing Officer arrived through an acquisition of his own agency.

On the looser reading — counting restricted cash — the gap is $3.48bn against $3.50bn of remaining ATM capacity, which line up almost exactly. On the stricter reading below, the gap is wider. Either way the arithmetic says the buildout is planned to be closed with further equity issuance.¹

Construction in progress grew fifteenfold to $3.66bn — more than half the gross asset base is not yet earning. Mining hardware fell by nearly half as it was decommissioned. Accumulated impairment stands at $484.5m. GPUs are depreciated straight-line over an estimated five-year life, which is the single most consequential accounting judgment in these accounts: the company has just written off $638.8m of the previous hardware generation, and the FY26 fleet is being depreciated on the same kind of estimate.¹

Against 394.1m shares outstanding, the genuinely dilutive instruments — converts, RSUs, options and the NVIDIA investment rights — total 105.1m shares, a 27% overhang on top of the 53% dilution already taken. The capped calls and prepaid forwards work the other way, which is what IREN spent $448.9m buying. Basic and diluted loss per share was $(2.22) in FY26, against $0.41 and $0.39 of earnings in FY25.¹

Context for the FY26 loss. This is not a company with a long record of compounding earnings — it is a company whose audit opinion carried going-concern language in four of its six public years, before one profitable year and the pivot recorded above.^1141516

Stated plainly, so nobody mistakes an absence of data for an absence of risk. Each item below is a real limit on the analysis above.

• FY2026 proxy not yet filedDue by late October 2026All compensation and ownership figures here are from the FY2025 proxy, dated 31 August 2025 — a year before the current share count. FY2026 named-officer pay, updated beneficial ownership, and the audited grant-date fair value of the June 2026 RSU grants are not yet public.⁵
• Per-tranche Microsoft economicsRedactedGPU quantities per tranche, individual tranche values, delivery dates and the price per GPU-hour are all withheld as immaterial or commercially sensitive. The aggregate is verifiable; the unit economics are not.⁷
• Customer concentration is not quantifiedNot disclosedThe 10-K states repeatedly that customer contracts "are concentrated" and names it a principal risk, but discloses no percentage of revenue or receivables by customer. The concentration can be inferred from contract values; it cannot be measured from the accounts.¹
• Three executives have no filed biographyNot Section 16 officersDavid Shaw (COO), Denis Skrinnikoff (CTO) and Cesilia Kim (CLO) appear on the company's leadership page but file no Section 16 reports and have no proxy biography. Appointment dates and backgrounds for them are absent from this file by choice rather than oversight.¹⁹
• The 85% tax abatement figureNot in any filingIREN confirms property tax abatements and sales and use tax exemptions, in Texas among other places, sometimes in exchange for payments in lieu. It never quantifies them. Any specific percentage would come from a county-level abatement agreement, not from the SEC record.¹
• Who owns Emerald ProjectCo Inc.Officer and address on the record; shareholder notThe certified Oklahoma qualification names Will Roberts as President and Jason Date as Secretary and gives IREN's Childress campus as the principal place of business, so the connection to IREN is documented. Who holds the 1,000 shares is not on any record read, and Jason Date does not appear in IREN's filings. The Secretary of State was named as registered agent on the qualification form itself; Corporation Service Company replaced it on 30 July 2026. A name search for "IREN" in an aggregator snapshot of the Oklahoma register, marked partial for that state, returns one inactive foreign corporation, IREN Two, Inc. (filing 2300325032), and nothing ties it to IREN Limited. The Delaware and British Columbia entities that share the IE US and IE CA naming pattern but are absent from Exhibit 21.1 are name matches only.²¹²²
• Share price and market capitalisationPoint observations onlyThe only ordinary share prices in this file come from filed documents: $33.131 on 11 September 2025 and $36.32 on 16 September 2025, plus an aggregate non-affiliate market value of about $11.9bn at 31 December 2025. The $23.51 and $25.49 September figures are option disposal prices, not share prices. This file carries no live market data.¹³¹
• Site-level capital cost and returnsNot disclosedCapital expenditure, power cost and contracted revenue are reported group-wide. Nothing in the filings allows a per-site or per-megawatt return to be calculated independently of management's own summary figures.¹
• Sweetwater 1 energisationUnconfirmedSubstation energisation was targeted for April 2026. The FY26 10-K, filed four months later, does not state whether that milestone was met. Treat the construction timeline as management guidance, not established fact.¹⁴
• Headcount by geography and functionNot disclosed685 employees at 30 June 2026 plus roughly 580 from Mirantis and about 3,000 contractor personnel across US sites — but no split by country, site or function, and no attrition data.¹
• Post-30 June 2026 eventsOutside the reporting periodThe Mirantis close, the Horizon 1 acceptance, the July contract signings and the frontier-lab contract all fall after the balance sheet date. They are disclosed but not yet reflected in any audited figure in this file.¹⁴

Numbered markers throughout this file link here. Every figure is traceable to a filed document or a company disclosure; nothing is drawn from analyst estimates, market data feeds or secondary reporting except where reference 20 is cited; reference 21 is a state registry record read through an aggregator's snapshot, and 23 is read through the province's own OrgBook service.

1. [1]

   Annual Report on Form 10-K, fiscal year ended 30 June 2026

   Filed 27 Aug 2026 · accession 0001878848-26-000052 · IREN Limited (CIK 0001878848)

   Business and strategy; site portfolio and Item 2 Properties; employees; MD&A and liquidity; contractual commitments; legal proceedings; full audited financial statements and Notes 4, 14, 15, 19, 20, 22, 23, 26, 27 and 28.

   sec.gov → iren-20260630.htm

2. [2]

   Exhibit 21.1 — List of significant subsidiaries

   Filed with [1], 27 Aug 2026

   The seven significant subsidiaries and their jurisdictions of organization.

   sec.gov → iren-20260630xex211.htm

3. [3]

   Exhibit 4.1 — Description of securities

   Filed with [1], 27 Aug 2026

   B Class share voting rights (15 votes per Ordinary share held), dividend exclusion and redemption triggers; constitution provisions on director appointment and the 75% special-resolution threshold.

   sec.gov → a41descriptionofsecurities.htm

4. [4]

   Form 8-K and Exhibit 99.1 — FY26 results release

   Filed 27 Aug 2026 · accession 0001878848-26-000051

   Quarterly revenue split; contracted and operating ARR; pricing per MW of IT load, the “~2 year payback” and the footnote that defines it; prepayment percentages; the Blue Owl and PIMCO financing; delivery targets for 2026 and 2027.

   sec.gov → irenreportsfy26results.htm

5. [5]

   Definitive Proxy Statement (DEF 14A) for the 2025 Annual General Meeting

   Filed 6 Oct 2025 · accession 0001140361-25-037383

   Director biographies, ages, appointment dates, committee composition and independence; beneficial ownership as at 31 Aug 2025; Summary Compensation Table; director compensation; equity compensation plan information.

   sec.gov → ny20053824x2_def14a.htm

6. [6]

   Quarterly Report on Form 10-Q, quarter ended 31 December 2025

   Filed 5 Feb 2026 · accession 0001878848-26-000015

   The filing that carries the executed Microsoft and Dell agreements as exhibits.

   sec.gov → iren-20251231.htm

7. [7]

   Exhibit 10.3 — Microsoft Partner Statement of Work

   Filed with [6], 5 Feb 2026 · executed 31 Oct – 2 Nov 2025

   The executed contract. Signatures of Scott Guthrie for Microsoft and Kent Draper and William Roberts for IE US Hardware 3 Inc.; Section 3.2 total contract value cap; Table 1 aggregate tranche value, upfront payment and estimated monthly payments; Horizon 1–4 locations; NVIDIA GB300 specification; Service End Dates in 2031.

   sec.gov → exhibit103-partnerstatem.htm

8. [8]

   Form 8-K — Microsoft and Dell commercial agreements

   Filed 3 Nov 2025 · accession 0001140361-25-040072

   Announcement of the ~$9.7bn Microsoft total contract value, the 20% per-tranche prepayment mechanism, the 200MW combined IT load, and the ~$5.8bn Dell Purchase Agreement with IREN Limited's unconditional parent guarantee.

   sec.gov → ef20058139_8k.htm

9. [9]

   Form 8-K — 2025 Annual General Meeting results

   Filed 24 Nov 2025 · accession 0001140361-25-043142

   Constitution amendments including annual director elections and the forum selection provision; approval of the 2025 Omnibus Incentive Plan and the full vote tallies.

   sec.gov → ef20059594_8k.htm

10. [10]

    Form 8-K — Co-CEO equity grants

    Filed 1 Jul 2026 · accession 0001140361-26-027202

    The 9,099,328 RSUs granted to each Co-CEO on 30 June 2026; four-year vesting with a two-year post-vesting holding period; no further equity grant until fiscal 2031.

    sec.gov → ef20077190_8k.htm

11. [11]

    Form 8-K — Change in certifying accountant

    Filed 28 Nov 2025 · accession 0001140361-25-043599

    Dismissal of Raymond Chabot Grant Thornton and appointment of KPMG LLP; confirmation that the FY2024 audit report carried a going-concern explanatory paragraph and that a material weakness was reported in the FY2024 Form 20-F.

    sec.gov → ef20060170_8k.htm

12. [12]

    Form 8-K — Chief Financial Officer transition

    Filed 8 Sep 2025 · accession 0001140361-25-034232

    Appointment of Anthony Lewis as CFO with age and career history; departure of Belinda Nucifora.

    sec.gov → ef20055281_form8k.htm

13. [13]

    Section 16 filings — Forms 3, 4 and 144, 2024–2026

    29 ownership filings by IREN insiders over 2024–2026 — 26 Forms 3 and 4 plus three Forms 144; EDGAR also carries five Forms 144 from 2023

    Officer and director filing addresses (all c/o Sydney); the September 2025 Co-CEO share sales with dates, volumes and prices; the July 2025 and July 2026 grants; the director sale of 11,958 shares at $36.32 on 16 September 2025, reported in a Form 4 filed 1 July 2026 (accession 0000950103-26-009962).

    sec.gov → all ownership filings, CIK 1878848 · the 16 Sep 2025 director sale · the Sep 2025 option disposals

14. [14]

    Annual Report on Form 20-F, fiscal year 2024

    Filed 28 Aug 2024 · accession 0001628280-24-038677

    FY2024 going-concern opinion citing the $29.6m net loss and inability to fund outstanding purchase commitments; material weakness disclosure.

    sec.gov → iren-20240630.htm

15. [15]

    Annual Report on Form 20-F, fiscal year 2023

    Filed 13 Sep 2023 · accession 0001140361-23-043816

    FY2023 and FY2022 revenue, loss after income tax and Adjusted EBITDA on an IFRS basis; substantial-doubt risk factor during the NYDIG receivership; Armanino LLP audit report covering FY2020–FY2022.

    sec.gov → brhc20058647_20f.htm

16. [16]

    Annual Report on Form 20-F, fiscal year 2022

    Filed 13 Sep 2022 · accession 0001140361-22-033208

    FY2022 and FY2021 revenue and loss; the Going Concern Uncertainty paragraph and its wording.

    sec.gov → brhc10041484_20f.htm

17. [17]

    EDGAR submissions record, CIK 0001878848

    data.sec.gov · retrieved 2 Sep 2026

    Filing history; registered office and mailing addresses; former names and the dates they changed; filer status and fiscal year end.

    data.sec.gov → CIK0001878848.json

18. [18]

    Schedules 13D and 13G filed on IREN securities

    2022–2026, various filers

    The institutional holder list and each filer's principal address: Goldman Sachs, Bank of America, Susquehanna, Jane Street, Citadel Securities, HANSAINVEST, and the Everest Hill Group 13D.

    sec.gov → EDGAR company browse, SC 13 filings

19. [19]

    IREN corporate website — data centres, board and leadership pages

    Retrieved 2 Sep 2026

    Site status labels (operating, under construction, in development, planned); the current executive roster including officers who are not Section 16 filers.

    iren.com → data-centers

20. [20]

    IREN executive appointment announcements

    GlobeNewswire releases, Feb–Jul 2026

    Appointment dates and prior employers for John Gross, Chris Parker, Kambiz Aghili, Michael Nudelman and Eric Hammersley; the Awaken acquisition.

    globenewswire.com → 2 Jul 2026

21. [21]

    Delaware Division of Corporations — entity records for Emerald ProjectCo Inc. (file 10276559) and the five Delaware subsidiaries in Exhibit 21.1 (files 6066236, 6401015, 6579372, 6666496 and 10520910), and a name search for "IE US"

    Read through the GovFiles registry snapshot, dated 29 Jun – 26 Jul 2026 · retrieved 4 Sep 2026 · the Division's own search is the authority

    Emerald ProjectCo Inc.'s incorporation on 29 July 2025, its file number, entity type, registered agent and registered address; the same fields for each Delaware subsidiary in Exhibit 21.1; the eighteen entities a name search for "IE US" returns and their formation dates; the absence of any officer, shareholder or parent in every record.

    icis.corp.delaware.gov → Entity Search

22. [22]

    Oklahoma Secretary of State — the certified record for Emerald ProjectCo Inc., filing 2313901183

    Certified copies and certificates issued 4 Sep 2026 under order 78346070003, published in full on the comparison page · the live entity record read the same day · the IREN Two, Inc. hit (filing 2300325032) is from the GovFiles registry snapshot dated 23 Jun 2026, which the aggregator marks as partial for Oklahoma

    The Certificate of Qualification of 16 December 2025 (document 74120930002): principal place of business at 620 FM 1033, Childress, Texas; the stated Oklahoma business; assets of $21,100 and liabilities of $1,000; 1,000 common shares at $0.01 par and $10 of authorised capital; $187,000,000 declared as the maximum investment in Oklahoma for the fiscal year; the Secretary of State named as registered agent; the signatures of Will Roberts, President, and Jason Date, Secretary; the attached Delaware Certificate of Good Standing of 2 December 2025. The Appointment of Registered Agent of 30 July 2026 (document 77756320002), signed William Roberts. The certificates of 4 September 2026.

    petition.mcalester.net/childress-kiowa → section 09, the PDFs · sos.ok.gov → Business Entities → Search

23. [23]

    BC Registries — company records for IE CA 5 Holdings Ltd. (BC1310638) and IE CA Leasing Ltd. (BC1446682), via OrgBook BC

    The Province of British Columbia's public registry service · retrieved 4 Sep 2026

    Registration numbers, registration dates (16 June 2021 and 27 October 2023) and active status of the two British Columbia subsidiaries in Exhibit 21.1; IE CA Development Holdings 5 Ltd. (BC1307619, 28 May 2021) as a name-pattern neighbour absent from the exhibit.

    orgbook.gov.bc.ca