IREN Ltd SEC Filings

IREN Limited reported sharply improved quarterly results for the period ended September 30, 2025. Total revenue rose to $240.3 million from $52.8 million a year ago, led by Bitcoin mining revenue of $232.9 million and AI Cloud Services revenue of $7.3 million. Net income reached $384.6 million versus a prior-year loss, with diluted EPS of $1.08.

Results included a substantial $665.0 million unrealized gain on financial instruments tied to prepaid forward and capped call positions. Operating costs increased, including $138.4 million in SG&A and $85.2 million of depreciation and amortization, plus a $16.3 million impairment mainly on miner hardware. Cash and cash equivalents ended at $1.03 billion, supported by at-the-market share sales that raised gross proceeds of approximately $1.0 billion fiscal‑to‑date. The company disclosed $195.0 million in remaining performance obligations and $1.08 billion of commitments payable within 12 months. Shares outstanding were 283,465,490 as of October 31, 2025.

IREN Limited furnished a press release announcing its financial results for the three months ended September 30, 2025. The company submitted the update on November 6, 2025 under Item 2.02 of Form 8-K, with the press release attached as Exhibit 99.1 and incorporated by reference.

The company states this information is being furnished, not filed, under the Exchange Act, which means it is not subject to Section 18 liabilities and will only be incorporated into other filings if specifically referenced.

IREN Limited announced two linked commercial agreements to build and operate dedicated AI infrastructure in Texas. A wholly owned subsidiary will provide Microsoft access to GPU capacity at four “Horizon” data centers in Childress over a five-year average term. The Microsoft agreement has a total contract value of $9.7 billion through 2031, with 20% of each tranche paid before delivery and later credited after the 24th month of service.

The GPU Services will use NVIDIA GB300 GPUs across Horizon 1–4, representing about 200MW of IT load. IREN expects cash flow from the Microsoft agreement to help finance part of roughly $5.8 billion of related GPU capital expenditure. To secure hardware, IREN’s subsidiary also entered a Dell purchase agreement for GPUs and ancillary products and services, delivering in tranches from March 2026 for an aggregate purchase price of $5.8 billion, payable within 30 days of shipment; the parent company unconditionally guaranteed these obligations. The Microsoft agreement includes customary service levels, cure periods, and a delivery acceptance process.

IREN Limited issued $1.0 billion principal amount of 0.00% Convertible Senior Notes due 2031 in a Rule 144A offering, including the full $125 million option. Net proceeds were $979.0 million.

The company used $56.7 million for capped call transactions and plans to use the remainder for general corporate purposes and working capital. The initial conversion rate is 11.6784 ordinary shares per $1,000 (conversion price ~$85.63 per share). Initially, a maximum of 16,641,700 ordinary shares may be issued upon conversion.

The notes mature on July 1, 2031. They are redeemable at the company’s option starting January 8, 2029 if the share price exceeds 130% of the conversion price for specified trading days and other conditions are met. The capped calls have an initial cap price of $120.18 per share.

IREN Limited reported that it has issued 66,707,732 ordinary shares under its at-the-market offering, generating approximately $1.0B of proceeds. The company also reported a cash balance of approximately $1.0B as of September 30, 2025. The filing includes a press release as an exhibit and notes that certain Convertible Notes discussed will not be registered under the Securities Act and cannot be offered or sold in the United States unless an exemption applies. No earnings, detailed transactions, or financial statements beyond the cash balance and share issuance totals were included.

IREN Limited presents a detailed proxy statement outlining ten AGM proposals, executive pay structure and significant FY2025 operational and financial results. The company reports record FY2025 revenue of $501M, net income of $87M, EBITDA of $278M and Adjusted EBITDA of $270M. Operationally, contracted grid-connected power rose 35% to 2,910MW, operating data center capacity grew 212% to 810MW, and installed Bitcoin self-mining capacity reached 50 EH/s (a 400% increase).

The proxy seeks shareholder approval for constitution amendments (quorum alignment with Nasdaq, director elections, forum selection, advance notice updates and miscellaneous changes), the 2025 Omnibus Incentive Plan, repurchase approvals tied to Prepaid Forward and Capped Call transactions, and advisory votes on executive compensation and frequency. The Board recommends voting FOR all proposals and discloses substantial FY2025 executive variable pay (e.g., Co-CEOs have 93% of target annual pay at risk) and a reported CEO pay ratio of 993:1 versus the median employee.

IREN Limited seeks shareholder approval on multiple governance and compensation matters ahead of its virtual AGM. Management requests votes on ten proposals including constitutional amendments to align quorum and director election procedures with Nasdaq rules, a forum selection provision, updated advance notice rules, miscellaneous constitutional updates, approval of the 2025 Omnibus Incentive Plan, approvals for share repurchases tied to Prepaid Forward and Capped Call Transactions, and advisory "say-on-pay" and frequency votes. The proxy discloses Fiscal 2025 operational and financial results: revenue of $501 million (up 168% YoY), net income of $87 million (+$116m YoY), EBITDA of $278 million (+1,344% YoY) and Adjusted EBITDA of $270 million (+395% YoY). Key operational metrics: 2,910MW contracted grid power, 810MW operating data centers, 50 EH/s Bitcoin self-mining capacity, and ~1,900 NVIDIA GPUs. The proxy details executive pay structure, pay-for-performance mixes, large equity awards and a reported CEO pay ratio of 993:1. The proxy also discloses an accounting restatement for classification of Bitcoin sales cash flows and states no clawback recovery was required under the Restatement Clawback Policy.

Anthony J. Lewis, Chief Financial Officer of IREN Ltd (IREN), filed an Initial Statement of Beneficial Ownership (Form 3) disclosing total holdings of 238,515 ordinary shares. The filing shows 194,515 shares held directly as restricted stock units that will vest if vesting conditions are met, and 44,000 shares held indirectly by a family member, which Mr. Lewis disclaims beneficial ownership of except for any pecuniary interest.