[Form 4] IREN Limited Insider Trading Activity

Rhea-AI Filing Summary

IREN Limited (ticker: IREN) filed a Form 4 disclosing insider activity by Co-Chief Executive Officer and Director William G. Roberts.

• Transaction: On 07/01/2025 Mr. Roberts acquired 1,793,392 restricted stock units (RSUs), coded “A” for acquisition. RSUs were granted at a stated price of $0, typical for equity awards.
• Vesting & Conditions: The RSUs will vest only after the reporting person meets applicable vesting conditions (details not provided in the filing).
• Post-transaction holdings: Following the grant, Mr. Roberts beneficially owns 14,989,696 ordinary shares, held indirectly via Awassi Capital Trust #1, over which he retains control.
• Ownership form: Shares are reported as “I” (indirect) indicating trust custody; the filing notes a disclaimer of beneficial ownership beyond Mr. Roberts’ pecuniary interest.
• Insider’s roles: Mr. Roberts is both a Director and Co-Chief Executive Officer, so his equity position closely aligns management incentives with shareholder value.

No derivative securities transactions or dispositions were reported, and no Rule 10b5-1 trading plan was indicated. The Form 4 was signed on 07/03/2025.

Insights

Corporate Governance Analyst

TL;DR: Large RSU grant increases insider alignment; minor dilution risk, neutral-to-positive governance signal.

From a governance standpoint, granting 1.79 million RSUs to the Co-CEO deepens his economic stake—now nearly 15 million shares held via trust. Such ownership typically promotes long-term value alignment between management and shareholders. Because the award is restricted stock rather than immediately tradeable shares, any dilution impact is deferred until vesting and settlement. No disposition or sale is recorded, so market supply is unchanged in the near term. The absence of a 10b5-1 plan suggests future trades would need separate disclosure, preserving transparency. Overall impact is modestly positive: incentive alignment outweighs limited dilution risk.

Equity Risk Analyst

TL;DR: Neutral financial impact—non-cash RSU grant; watch future dilution when units vest.

The filing shows a non-cash equity award, so it does not immediately affect cash flow or reported earnings. However, eventual share issuance could incrementally dilute EPS when RSUs vest. Without data on IREN’s total shares outstanding, the proportional effect can’t be quantified here. Investors should track cumulative equity awards in future proxy statements to gauge dilution trajectory. No insider selling occurred, removing near-term negative sentiment. Overall, I classify the event as routine but worth monitoring for dilution overhang.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	07/01/2025		A		1,793,392(1)	A	$0	14,989,696	I	By Awassi Capital Trust #1(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs") that will vest subject to the Reporting Person's satisfaction of applicable vesting conditions.

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

	/s/ William G. 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.
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