IREN Ltd SEC Filings

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.

Daniel John Roberts, a director and Co-Chief Executive Officer of IREN Ltd (IREN), reported a sale of ordinary shares on 09/11/2025. The Form 4 shows a disposition of 1,000,000 ordinary shares at a price of $33.131 per share. After the reported transaction, the filing states the reporting person beneficially owns 13,989,696 shares indirectly through the Awassi Capital Trust #2, over which he has control of the trustee. The filing includes a disclaimer that he disclaims beneficial ownership except to the extent of his pecuniary interest.

IREN Limited filed a Form 144 notifying the proposed sale of 1,000,000 ordinary shares through B. Riley Securities on NASDAQ, scheduled approximately for 09/11/2025. The filing lists an aggregate market value of $33,131,000 and reports 274,282,163 shares outstanding. Acquisition details show portions of the shares were originally received from the issuer as subscriber shares on 11/06/2018 (490,732 shares) and from restricted stock unit vestings on 06/19/2023 (237,722 shares) and 07/01/2023 (271,546 shares), with payments characterized as cash or remuneration. The filing also discloses two option-related sales by Awassi Capital entities on 09/03/2025 and 09/04/2025 totaling 1,000,000 option shares that generated gross proceeds of about $24.5 million. The filer certifies no undisclosed material adverse information.

William G. Roberts, Co-Chief Executive Officer and Director of IREN Ltd (IREN), reported a sale of ordinary shares on 09/11/2025. The Form 4 shows a disposition of 1,000,000 ordinary shares at a price of $33.131 per share. Following the transaction, the reporting person is recorded as beneficially owning 13,989,696 ordinary shares indirectly through Awassi Capital Trust #1, over which he has control of the trustee. The filing disclaims direct beneficial ownership except to the extent of his pecuniary interest in the trust.

IREN Limited filed a Form 144 notifying the proposed sale of 1,000,000 ordinary shares through B. Riley Securities on NASDAQ with an approximate aggregate market value of $33,131,000. The filing lists total shares outstanding as 274,282,163 and an approximate sale date of 09/11/2025. Acquisition history for the shares to be sold is provided: 490,732 shares originally received from the issuer on 11/06/2018 and three restricted-stock-unit-related lots totaling 509,268 shares with acquisition dates in 06/19/2023 and 07/01/2023 (vested July 1, 2024) paid as remuneration. The filing also discloses recent related transactions: two option-related sales of 500,000 shares each on 09/03/2025 and 09/04/2025 with gross proceeds shown.

Daniel John Roberts, identified as a Director and Co-Chief Executive Officer of IREN Limited (IREN), filed a Form 4 reporting option transactions dated 09/03/2025 and 09/04/2025. The filing reports two sets of stock options to purchase ordinary shares that expire on December 20, 2025, each for 500,000 options. The exercise price of each option is AUD $5.005 per share (converted at the filing exchange rate to USD $3.27 per option). The filing states the options are fully vested and exercisable and are held through the Awassi Capital Trust #2, with the reporting person disclaiming beneficial ownership except for his pecuniary interest. The filing includes a signature dated 09/05/2025.