IREN grants large RSU awards to Co-CEOs

IREN Limited approved significant new equity awards for its two Co-Chief Executive Officers, William Roberts and Daniel Roberts.

Rhea-AI Filing Summary

IREN Limited approved significant new equity awards for its two Co-Chief Executive Officers, William Roberts and Daniel Roberts. Each Co-CEO is scheduled to receive 9,099,328 restricted stock units, granted under the IREN Limited 2025 Omnibus Incentive Plan.

The RSUs will vest in equal annual installments over four years starting on or about July 1, 2026, subject to continued employment. After each vesting date, the shares are subject to an additional two-year post-vesting holding period, extending to the 2033 fiscal year for the final tranche.

The Board, following a review by its independent compensation consultant, chose this structure to support retention and long-term alignment with shareholders. Neither Co-CEO will receive another equity incentive grant until the Company’s 2031 fiscal year.

Insights

Executive compensation and governance analyst

Large time-vested RSU grants emphasize retention and long-horizon alignment, with potential dilution considerations.

The Board approved 9,099,328 RSUs for each Co-CEO, vesting annually over four years with a further two-year holding period on each tranche. This creates a combined six-year horizon that ties a substantial portion of leadership wealth to future share performance.

The structure was reviewed by an independent compensation consultant and replaces further equity grants until the 2031 fiscal year, suggesting a multi-year framework rather than frequent re-grants. However, the awards are primarily time-based, so the strength of pay-for-performance linkage depends on the value of existing performance-based equity mentioned as still outstanding.

The multi-year holding requirement through the 2033 fiscal year seeks to discourage short-term focus by limiting near-term monetization. Actual impact for shareholders will hinge on future company performance and the ultimate value of these RSUs when they settle.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Co-CEO RSU grant size: 9,099,328 RSUs each Vesting schedule: 4 annual installments Post-vesting holding period: 2 years per tranche +2 more

5 metrics

Co-CEO RSU grant size 9,099,328 RSUs each Equity Grants approved June 30, 2026

Vesting schedule 4 annual installments Following grant on or about July 1, 2026

Post-vesting holding period 2 years per tranche Extends to 2033 fiscal year for final tranche

Next eligible equity grant year 2031 fiscal year No further Co-CEO equity grants until 2031

Plan used 2025 Omnibus Incentive Plan Governs the Co-CEO Equity Grants

Key Terms

restricted stock units, post-vesting holding period, Omnibus Incentive Plan, independent compensation consultant, +1 more

5 terms

restricted stock units financial

"the grant of an award of 9,099,328 restricted stock units (“RSUs”) to each of William Roberts and Daniel Roberts"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

post-vesting holding period financial

"subject to an additional two-year post-vesting holding period requirement"

Omnibus Incentive Plan financial

"granted under the IREN Limited 2025 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

independent compensation consultant financial

"in consultation with the independent compensation consultant of the Compensation Committee"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What executive equity grants did IREN (IREN) approve for its Co-CEOs?

IREN approved equity awards of 9,099,328 restricted stock units to each Co-CEO, William and Daniel Roberts. These RSUs are intended to support retention and align leadership incentives with long-term shareholder value under the 2025 Omnibus Incentive Plan.

How do the new IREN (IREN) Co-CEO RSUs vest and when do they start?

The RSUs will be granted on or about July 1, 2026 and vest in equal annual installments over four years. Vesting for each tranche is subject to continued employment with IREN through the applicable vesting date, creating a multi-year service-based incentive.

What is the post-vesting holding period for IREN (IREN) Co-CEO RSUs?

After each vesting date, vested RSUs are subject to an additional two-year holding period. During this time, the Co-CEOs generally may not sell, transfer or monetize those shares, with the final tranche’s holding requirement extending into IREN’s 2033 fiscal year.

Will IREN (IREN) grant additional equity incentives to its Co-CEOs before 2031?

No, in connection with these Equity Grants, IREN states that neither Co-CEO will receive a further equity incentive grant until the Company’s 2031 fiscal year. This positions the new RSUs as the primary long-term equity incentive for several years.

How were IREN (IREN) Co-CEO equity grants determined and approved?

The Board’s independent directors approved the grants after a comprehensive compensation review with an independent consultant. They evaluated alternative grant sizes, performance-based and hybrid structures, and vesting periods before concluding this design best balanced retention, alignment and governance goals.

Under which plan are the new IREN (IREN) Co-CEO RSUs issued?

The RSUs will be issued under the IREN Limited 2025 Omnibus Incentive Plan. The company notes that the Omnibus Plan and the specific award agreement governing these Equity Grants will be filed as an exhibit to its next periodic SEC report after the grant date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 04:05 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2026

IREN LIMITED

(Exact name of registrant as specified in its charter)

Commission File Number: 001-41072

Australia		Not Applicable
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

Level 5, 55 Market Street, Sydney, NSW 2000 Australia

(Address of principal executive offices, including zip code)

+61 2 7906 8301

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, no par value		IREN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 30, 2026, the Board of Directors (the “Board”) of IREN Limited (the “Company”) approved, upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), the grant of an award of 9,099,328 restricted stock units (“RSUs”) to each of William Roberts and Daniel Roberts, the Co-Chief Executive Officers of the Company (the “Equity Grants”). The Equity Grants are subject to a combined six-year vesting and holding period. In connection with the Equity Grants, neither Co-CEO will receive a further equity incentive grant until the Company’s 2031 fiscal year.

The Equity Grants were unanimously approved by the independent directors of the Board in consultation with the independent compensation consultant of the Compensation Committee.  In connection with the approval of the Equity Grants, the Board undertook a comprehensive analysis of our Co-CEOs’ compensation in light of the Company’s continued growth in scale, and approved the Equity Grants following a review of the Co-CEOs’ compensation conducted by its independent compensation consultant. The Compensation Committee considered a range of alternative structures, including different grant sizes, performance-based and hybrid structures and alternative vesting periods, before concluding that the approved structure best balanced retention, alignment and governance considerations. The Equity Grants are designed to retain and incentivize the Co-CEOs to lead the Company through its next phase of growth and the execution of its long-term strategic plan. These Equity Grants reflect the completion of a multi-year framework established by the Compensation Committee to ensure our Co-CEOs have equity incentives that align their interests with the long-term interests of our shareholders. Accordingly, the Board believes that these Equity Grants, together with the outstanding performance-based and time-based equity incentive awards currently held by our Co-CEOs, promote alignment with shareholder interests and long-term shareholder value creation.

The Equity Grants, which will be granted on or about July 1, 2026, will vest in equal annual installments over the four-year period following the grant date, subject generally to continued employment with the Company 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 Board believes that this post-vesting holding period requirement, which will extend to the Company’s 2033 fiscal year in the case of the final vesting tranche of the RSUs, further promotes the long-term alignment of our Co-CEOs’ interests with those of our shareholders.

The Equity Grants will be granted under the IREN Limited 2025 Omnibus Incentive Plan (“Omnibus Plan”) and an applicable award agreement thereunder. The foregoing summary of the Equity Grants is qualified in its entirety by the full text of the Omnibus Plan and an award agreement governing the Equity Grants, which will be filed as an exhibit to the Company’s next periodic report filed with the Securities and Exchange Commission following the grant date of the Equity Grants.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IREN Limited
Dated: July 1, 2026
	By:	/s/ Cesilia Kim
		Name: Cesilia Kim
		Title: Chief Legal Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB