[Form 3] IREN Limited Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Clover Health Investments (CLOV) – Form 4 insider filing: CEO and Director Andrew Toy reported an automatic share disposition on 07/01/2025 related to the vesting of previously granted RSUs. A total of 308,950 Class A common shares were withheld to satisfy tax obligations (transaction code “F”) at a reference price of $2.75. Following the withholding, Toy’s direct beneficial ownership stands at 10,560,047 shares. The RSU award, originally granted on 01/01/2023 and reported on 01/04/2023, vests quarterly in equal 6.25% installments through 01/01/2027, contingent upon continued service.

The filing reflects a routine, non-open-market administrative transaction rather than an elective sale, and does not indicate a change in Toy’s long-term ownership intent. No derivative securities or additional open-market trades were reported.

Positive

• CEO retains a significant ownership stake of 10.56 million shares, supporting management–shareholder alignment.

Negative

• 308,950 shares were removed from the CEO’s beneficial ownership, which some investors may initially view as insider selling even though it is tax-related.

Insights

Securities Analyst

TL;DR: Routine tax-withholding; CEO still holds 10.56 M shares—neutral signal.

The Form 4 discloses an administrative disposition (code F) of 308,950 shares to cover payroll taxes from quarterly RSU vesting. Such transactions are non-discretionary and do not involve open-market selling, limiting any negative interpretation. Toy’s remaining stake is sizeable, implying continued alignment with shareholders. No new share grants, option exercises, or open-market purchases/sales were reported, and there is no immediate balance-sheet or dilution impact because the shares are withheld and typically retired by the company. Overall impact to valuation or sentiment is minimal.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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1. Name and Address of Reporting Person^*

Roberts William Gregory

(Last) (First) (Middle)

C/O IREN LIMITED

LEVEL 6, 55 MARKET STREET

(Street)

SYDNEY C3 2000

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2025

3. Issuer Name and Ticker or Trading Symbol
IREN Ltd [ IREN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	13,196,304(1)	I	By Awassi Capital Trust #1(2)
Class B Shares	1	I	By Awassi Capital Trust #1(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	(4)	08/18/2033	Ordinary Shares	2,400,000	$75	I	By Awassi Capital Trust #1(6)
Stock Options (Right to Buy)	(5)	12/20/2025	Ordinary Shares	1,000,000	$3.29	I	By Awassi Capital Trust #1(6)

Explanation of Responses:

1. Includes ordinary shares (each, an "Ordinary Share") of IREN Limited (the "Company") and outstanding restricted stock units that will vest subject to the Reporting Person's satisfaction of applicable vesting conditions.

2. Represents Ordinary Shares held through the Awassi Capital Trust #1, of which the Reporting Person has control over the trustee (the "Awassi Trust"). The Reporting Person disclaims beneficial ownership of the Ordinary Shares except to the extent of his pecuniary interest therein.

3. Represents Class B Shares of the Company (each, a "Class B Share") held through the Awassi Trust. The Reporting Person disclaims beneficial ownership of the Class B Shares except to the extent of his pecuniary interest therein.

4. Represents an option to purchase Ordinary Shares (each, an "Option"). The Options vest in four tranches of 600,000 Ordinary Shares each, subject to the volume-weighted average price of an Ordinary Share equalling or exceeding specified vesting thresholds over any period of twenty (20) consecutive trading days. The initial vesting thresholds, determined as of the grant date and based on a fully diluted share count as of the grant date of 43,345,056 Ordinary Shares, were $370, $650, $925, and $1,850, respectively. These vesting thresholds are subject to adjustment in accordance with the terms of the Option, including adjustments to reflect any reorganization of the Company's capital structure and any issuance of actual or potential Ordinary Shares following the grant date.

5. The Options are fully vested and exercisable.

6. The Options are held through the Awassi Trust. The Reporting Person disclaims beneficial ownership of the Options except to the extent of his pecuniary interest therein.

	/s/ William Gregory Roberts	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Clover Health's Form 4 report about CEO Andrew Toy?

308,950 shares were automatically withheld on 07/01/2025 to cover taxes on vested RSUs; Toy now owns 10,560,047 shares.

Was the transaction an open-market sale of CLOV shares?

No. Transaction code “F” indicates shares were withheld by the issuer for tax purposes, not sold on the open market.

How many Clover Health shares does the CEO hold after the transaction?

After the withholding, Andrew Toy directly holds 10,560,047 Class A common shares.

What is the vesting schedule for the CEO's RSUs?

The RSUs vest quarterly in 6.25% increments, with the final vesting date on 01/01/2027, subject to continued service.

Does this Form 4 filing materially affect Clover Health’s share count?

The withheld shares are generally retired by the company, so there is no material dilution or cash impact indicated.