Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

Check the appropriate box:

IREN Limited

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Notice of Annual General

Meeting & Proxy Statement

2026

 

Dear Shareholders:

On behalf of the Board of Directors, it is my pleasure to invite you to the 2026 Annual General Meeting of IREN Limited, which will be held virtually at 4:30pm on November 24, 2026 (ET) at www.virtualshareholdermeeting.com/IREN2026.

Further Information

Please find enclosed:

This information can also be accessed online at www.proxyvote.com.

Items of Business

The items of business to be dealt with at the AGM are set out in the Notice of Meeting and further information can be found in the Proxy Statement, each accompanying this letter.

Please read these documents carefully to understand the resolutions which IREN's shareholders are being asked to approve at the AGM.

How to Attend and Vote

We encourage IREN's shareholders to participate in the AGM online, by visiting the Virtual Shareholder Meeting platform via the web link below, on a smartphone, tablet or computer.

www.virtualshareholdermeeting.com/IREN2026

Information on how to log on, ask questions and vote online is set out in the attached Notice of Meeting.

As detailed in the Notice of Meeting and the Proxy Statement, in order to vote, you must either attend the AGM via the online web link or by lodging your proxy or direct vote prior to the AGM. If you vote by proxy, you must submit your proxy card no later than November 23, 2026 by 11:59pm (ET). Instructions on how to lodge your proxy online are in the enclosed Notice of Meeting, the proxy card or voting instruction form and at www.proxyvote.com.

Board Recommendations

The Board unanimously (Mr. Guzowski abstaining in respect of Proposal 1) recommends that you vote FOR the resolutions being proposed at the AGM on which you are entitled to vote.

The Board and management team look forward to welcoming you to the AGM. Please contact me if you have any questions at [email protected]. Thank you for your continued support.

David Bartholomew

Independent Non-Executive Chair of the Board of Directors

IREN Limited (ACN 629 842 799)

Level 5, 55 Market Street

Sydney, NSW Australia 2000

Notice of 2026 Annual General Meeting

The Notice of Internet Availability of Proxy Materials is being mailed, and the attached Proxy Statement and form of proxy are being made available, to our shareholders beginning on or about October 13, 2026. The annual general meeting of IREN Limited will be held at:

PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be held at

4:30pm on November 24, 2026 (ET)

virtually at: www.virtualshareholdermeeting.com/IREN2026

 

The Proxy Statement and Annual Report to Shareholders are available at:

www.proxyvote.com

Table of Contents

•	Citi: Citibank, N.A.

•	Co-Chief Executive Officers or Co-CEOs: Daniel Roberts and William Roberts.

•	Code of Business Conduct and Ethics: The code of business conduct and ethics adopted by IREN, as described under "Corporate Governance at IREN".

•	Compensation Committee: The compensation committee of the Board.

•	Compensation Peer Group: The peer group used to compare and review the compensation paid to our NEOs, as described in the CD&A.

•	Constitution: The constitution of IREN, as amended from time to time.

•	Corporate Governance Guidelines: The corporate governance guidelines adopted by IREN, as described under "Corporate Governance at IREN".

•	Corporations Act: The Corporations Act 2001 (Cth) (Australia).

•	Directors' Report: The annual directors' report prepared under Chapter 2M of the Corporations Act for IREN and its controlled entities for the year ended June 30, 2026.

•	Dodd-Frank Act: The Dodd-Frank Wall Street Reform and Consumer Protection Act.

•	DRSUs: Director RSUs.

•	Exchange Act: The Securities Exchange Act of 1934, as amended.

•	Financial Report: The annual financial report prepared under Chapter 2M of the Corporations Act for IREN and its controlled entities for the year ended June 30, 2026.

•	Fiscal 2026: IREN's fiscal year ended June 30, 2026 (and Fiscal 2025, Fiscal 2024 and Fiscal 2023 refer to the fiscal years ended June 30, 2025, 2024 and 2023, respectively).

•	Founder Directors: Daniel Roberts and William Roberts, who hold office as founder directors under Schedule 1 of the Constitution and are not allocated to a class of directors.

•	FW Cook: Frederic W. Cook & Co., Inc., the Compensation Committee's independent compensation consultant.

•	GPUs: Graphics processing units are a type of computing technology designed for parallel processing, which can be used in a wide range of applications, including graphics and video rendering, gaming, creative production and AI.

•	Insider Trading Policy: IREN's insider trading policy, which governs the purchase, sale and other dispositions of IREN securities by our employees, including our NEOs and directors.

•	IREN, we, us or our: IREN Limited (ACN 629 842 799) and, where the context requires, its controlled entities.

•	KPI: Key performance indicators.

•	KPMG Australia: KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee, IREN's Australian statutory auditor, appointed effective March 19, 2026.

•	KPMG LLP: KPMG LLP, IREN's independent registered public accounting firm, appointed effective November 27, 2025.

•	Mirantis: Mirantis Inc.

•	Nasdaq: The Nasdaq Stock Market LLC.

•	NEOs: IREN's named executive officers for Fiscal 2026, as listed in the CD&A.

•	Non-PEO NEOs: The NEOs other than the PEOs, as used under "Pay Versus Performance".

•	Notice of Internet Availability: The Notice of Internet Availability of Proxy Materials, mailed to shareholders beginning on or about October 13, 2026.

•	Notice of Meeting: The notice of the 2026 annual general meeting that forms part of this document.

•	Nostrum Group: The Nostrum group of companies acquired by IREN in June 2026, which holds IREN's Spanish development sites and development pipeline.

•	NQUSS Index: Nasdaq US Small Cap Index.

•	PEO: Principal executive officer.

•	Prepaid Forward Transactions: The prepaid forward transactions described in Proposal 2.

•	Proxy Statement: This proxy statement, containing details concerning IREN, the AGM and the matters being considered at the AGM.

•	PRSUs: Performance-based RSUs.

•	RCGT: Raymond Chabot Grant Thornton LLP, IREN's independent registered public accounting firm until its dismissal effective November 26, 2025.

•	Related Party Transactions Policy: IREN's policy governing the review and approval of related party transactions.

•	RSUs: Restricted stock units.

•	SCT: The Summary Compensation Table in this Proxy Statement.

•	SEC: U.S. Securities and Exchange Commission.

•	Secretary: The secretary of IREN.

•	Securities Act: The Securities Act of 1933, as amended.

•	Superannuation: Contributions under the Australian Superannuation Guarantee (Administration) Act 1992 (Cth).

•	STIP: The IREN Limited 2025 Executive Short-Term Incentive Plan.

•	Sustainability Report: The sustainability report prepared under Chapter 2M of the Corporations Act for IREN and its controlled entities for the year ended June 30, 2026.

•	TRSUs: Time-based RSUs.

•	TSR: Total shareholder return.

•	VWAP: Volume-weighted average price.

Proxy Statement Summary Information

The following summary provides general information about IREN, and highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider when deciding how to vote your shares. For further and more detailed information on the matters referenced below, prior to casting your vote, please carefully review the entire Proxy Statement and our 2026 Annual Report. The 2026 Annual Report accompanies this Proxy Statement and has been submitted to the SEC on Form ARS. In this Proxy Statement, we reference various information and materials available on our corporate website. We have included our website address in this Proxy Statement as an inactive textual reference only. Information and materials on our website are not incorporated by reference in this Proxy Statement.

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include without limitation those relating to information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies, executive compensation goals, and trends we expect to affect our business, and the timing of any of the foregoing. These statements often include words such as "anticipate," "expect," "suggest," "plan," "believe," "intend," "estimate," "target," "project," "should," "potential," "could," "would," "may," "will," "forecast," and other similar expressions. Such forward-looking statements are subject to limitations, uncertainties, assumptions, disclaimers and other important factors set out in this document and you should not place undue reliance on these forward-looking statements.

We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this Proxy Statement and the related materials, you should understand that these statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties, assumptions, and other important factors, and you should not place undue reliance on these forward-looking statements. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. Factors that may materially affect such forward-looking statements include, but are not limited to, those set forth in our 2026 Annual Report on Form 10-K and our subsequent filings with the SEC on Form 10-Q and Form 8-K.

Forward-looking statements speak only as of the date on which they were made and should be read carefully in conjunction with other uncertainties and potential events described in our Annual Report on Form 10-K and our subsequent filings with the SEC on Form 10-Q and Form 8-K. Because forward-looking statements are inherently subject to risks and ‎uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you ‎should not rely on these forward-looking statements as predictions of future events. Moreover, we operate in an ‎evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for ‎management to predict all risk factors and uncertainties. Except as required by applicable law, we do not undertake any obligation to update any forward-looking statements to reflect subsequent events and circumstances. You should read this Proxy Statement completely and with the understanding that our actual future results may be materially ‎different from what we expect.

Non-Voting Matters

At the AGM, you will be asked to receive and consider the following reports for the year ended June 30, 2026: (i) the annual financial report prepared under Chapter 2M of the Corporations Act for IREN and its controlled entities; (ii) the sustainability report prepared under Chapter 2M of the Corporations Act

for IREN and its controlled entities; (iii) the annual directors' report prepared under Chapter 2M of the Corporations Act for IREN and its controlled entities; and (iv) the Australian statutory auditor's report prepared by IREN's Australian statutory auditor for IREN and its controlled entities.

Please note that this item does not require a formal resolution to be put to the AGM and accordingly no vote will be held. However, shareholders may ask questions on the matters contained in such reports. Shareholders will also be able to ask questions of IREN's Australian statutory auditor, who will attend the AGM.

Voting Matters and Recommendations

At the AGM, you will be asked to vote upon the following proposals:

About IREN

IREN is a vertically integrated AI Cloud Services platform, delivering data centers, compute and software for AI training and inference. We own and operate all three layers of the AI Cloud Services stack: the data center layer, which includes the land, power, substations, buildings and cooling that form the physical foundation of our AI Cloud Services platform; the compute layer, which includes the GPUs, CPUs, storage, servers and networking deployed within that data center infrastructure; and the software layer, which includes the managed services and enterprise support that enable customers to deploy, operate and manage AI workloads.

We deliver both bare metal compute and managed cloud services to customers supporting AI training and inference workloads. Our customer base includes hyperscalers, frontier labs, AI developers and enterprises. Our AI Cloud Services platform is underpinned by an expansive portfolio of land and grid-connected power in renewable-rich regions across North America, Europe and Asia Pacific. We also have Bitcoin mining operations. During the year ended June 30, 2026, we commenced decommissioning Bitcoin mining hardware and reallocating power and data center capacity toward AI Cloud Services. We aim to substantially complete the transition by December 31, 2026.

Overview of 2026 Executive Compensation Program

Our executive compensation program is designed to align the interests of directors and senior management with those of shareholders and IREN's long-term strategic objectives. Our philosophy is grounded in the belief that a well-structured remuneration program supports the attraction, retention, and motivation of high-caliber leadership, while fostering sustainable performance and responsible governance. The following principles help guide us in designing our pay programs:

Executive remuneration comprises a combination of:

The Board believes this structure promotes goal congruence between directors, executives, and shareholders, with leadership decisions being made with a view toward sustainable growth and value creation. The Compensation Committee is responsible for recommending remuneration arrangements for executive officers and non-employee directors, and the Board reviews these recommendations and approves such arrangements. In exercising this responsibility, the Board may seek independent advice from external executive compensation consultants. Remuneration decisions are guided by:

The Board remains committed to a transparent and performance-linked remuneration strategy that supports IREN's ability to attract and retain exceptional talent, while ensuring alignment with shareholder interests and long-term corporate objectives.

Corporate Governance at IREN

Board Composition

The Board consists of six directors, four of whom are independent non-executive directors. David Bartholomew is the Chair of the Board.

The Board has the power to, at any time, appoint any person to be a director either to fill a casual vacancy or as an additional director (up to a maximum of 10).

Under rule 4.5 of the Constitution, adopted at the 2025 AGM (effective November 20, 2025), the directors other than the Founder Directors are divided into three classes, designated Class I, Class II and Class III. Each such director serves a term ending on the date of the third annual general meeting following the annual general meeting at which that director was elected. The directors in office as at the 2025 AGM serve initial terms expiring at the AGM (Class I: Christopher Guzowski), the 2027 annual general meeting (Class II: David Bartholomew) and the 2028 annual general meeting (Class III: Michael Alfred and Sunita Parasuraman). Daniel Roberts and William Roberts hold office as Founder Directors under Schedule 1 of the Constitution and are not allocated to classes. Commencing with the 2030 annual general meeting, each director whose term expires at that meeting will be elected annually and, effective at the conclusion of the 2032 annual general meeting, the Board will no longer be classified (meaning that following such meeting each director will be required to be elected annually).

Board of Directors and Executive Officers

The table below presents information for each of the directors, each of whom has been appointed by the Board. Christopher Guzowski has a term expiring at the AGM and has been nominated by the Board for re-election by the shareholders. IREN believes that each of the below directors possesses the qualifications to serve as a member of the Board. The table below also presents our executive officers.

David Bartholomew has served as the chair of the Board since September 2021. Mr. Bartholomew currently serves as a non-executive director on the boards of Atlas Arteria - an ASX listed global owner and operator of toll roads, Endeavour Energy - a NSW electricity distributor, Atmos Renewables (Independent Non-Executive Chair) - an owner and developer of renewable generation assets in Australia and GHD - a global engineering services firm. Mr. Bartholomew's executive background includes the role of Chief Executive Officer of DUET Group, where he oversaw the ASX listed company's transition to a fully internalized management and governance structure and in which he was appointed to the boards of DUET's portfolio companies including United Energy Distribution (Victorian electricity distribution), Multinet Gas (Victorian gas distribution), the Dampier to Bunbury Natural Gas Pipeline, Energy Developments Limited (remote and waste-to-energy electricity generation) and Duquesne Light (Pittsburgh, USA electricity distribution). He has also held executive roles at Hastings Funds Management, Lend Lease, The Boston Consulting Group and BHP Minerals. Mr. Bartholomew has also served on the boards of Vector Limited, Power and Water Corporation (NT), Keolis Downer, Dussur (Saudi Arabia), The Helmsman Project. Representing investors managed by Hastings Funds Management he has also served on the Boards of Interlink Roads (Sydney's M5 Motorway), Statewide Roads (Sydney's M4 Motorway), Epic Energy (gas transmission), Sydney Light Rail, Port of Geelong, various forestry companies and Nextgen Networks (communications cable network). Mr. Bartholomew holds a Bachelor of Economics (Honours) degree from Adelaide University and an MBA from the Australian Graduate School of Management. Mr. Bartholomew's experience with Australian public companies, power and energy companies, and various executive roles, together with his background in economics, enable him to lead the Board on strategic and operational issues.

Christopher Guzowski has served on the Board since December 2019. Mr. Guzowski has over 15 years' international experience in renewable energy project development across Europe and Australia. Mr. Guzowski founded Baltic Wind, developing large scale wind farm projects in Europe from greenfield to operations. He also founded Mithra Energy, developing a multitude of Wind, Solar PV and BESS projects in Poland since 2012. Mr. Guzowski was the Project Development Director and commercial development partner of Photon Energy, successfully developing a major solar PV project portfolio in Australia. Mr. Guzowski was the Founding Director of ADCCA - Australian Digital Currency Commerce Association and was a founder of ABA Technology in 2014. He started his career at PwC and since then has continuously been an active angel and technology start up investor. Mr. Guzowski holds a Bachelor of Business from University of Technology Sydney and an MBA in Energy Management from Vienna University of Economics and Business. Mr. Guzowski's history working with renewable energy project development and digital currency and blockchain, together with his background in business and energy management, allow him to contribute significant knowledge and guidance on relevant company strategy.

Michael Alfred has served on the Board since October 2021. Mr. Alfred is a private investor, advisor, and board member. He is the Founder & Managing Partner of Alpine Fox LP, a private investment partnership focused on value equities and Bitcoin. Previously, he served as the Chief Executive Officer of Digital Assets Data, Inc., a financial technology and data company building enterprise-grade software and data feeds for the digital asset ecosystem, from when he co-founded Digital Assets Data, Inc. in January 2018 through its

sale to New York Digital Investment Group LLC in November 2020. Mr. Alfred has served as an advisor to the Chief Executive Officer of Amenify, a real estate technology company, since July 2020. From October 2016 to January 2018, Mr. Alfred was a Managing Director and member of the five-person executive committee for Strategic Insight, Inc., a provider of data and software to the global asset management industry, which was acquired by Institutional Shareholder Services (ISS) in 2019. Prior to that, Mr. Alfred served as the Chief Executive Officer of BrightScope, Inc., a financial information company providing 401k analyses and tools for retirement plan participants, sponsors and advisors, from February 2008 until it was acquired by Strategic Insight, Inc. in October 2016. Prior to co-founding BrightScope, Inc., Mr. Alfred served as Co-Founder and Portfolio Manager of Alfred Capital Management, LLC, a registered investment advisor serving high net worth individuals. Mr. Alfred also serves as a principal investor in a variety of industries including technology and consumer products. Mr. Alfred served on the board of Crestone Group, LLC, a national artisan bakery, from March 2015 to July 2026, including as Chairman from 2020. Mr. Alfred has served on the Boards of Eaglebrook Advisors, a tech-driven digital asset management platform for financial advisors and their clients, since September 2019, and Wealthie Inc., a home equity management platform, since April 2025, and Bakkt Inc., which provides regulated infrastructure enabling institutional participation in the digital asset economy since September 2025. Mr. Alfred received a Bachelor of Arts degree in History from Stanford University. Mr. Alfred brings to the Board significant experience with digital assets and technology companies, together with his background in investment and growth companies.

Sunita Parasuraman has served on the Board since July 2023. During her career as a senior technology executive, Ms. Parasuraman has built and scaled world-class teams at Meta (Facebook), VMware, Genentech, and Apple. Ms. Parasuraman most recently served as the Head of Investments, New Product Experimentation at Meta (Facebook) and, prior to that, served as Facebook's Global Head of Treasury and Head of Treasury for Facebook's blockchain initiative (Libra). Ms. Parasuraman currently serves on the board of The Baldwin Group (Nasdaq: BWIN), a leading publicly-traded insurance distribution company, where she is a member of its Audit and Technology & Cyber Risk Committees. She also serves on the board of BitGo, a digital asset infrastructure company, where she chairs the Audit Committee, on the board of Helfie.ai, an AI powered preventative health platform company, and on the IIT Bombay Heritage Foundation, where she chairs the Nomination & Governance Committee and serves on the Finance Committee. Ms. Parasuraman holds a Bachelor's degree in Engineering from the Indian Institute of Technology (IIT), Bombay, a Master's degree in Engineering from the University of Pennsylvania and an MBA from the University of California, Berkeley's Haas School of Business. Ms. Parasuraman's experience as an executive at various technology companies as well as her roles on various board and committees, together with her background in finance, treasury and engineering, enable her to provide knowledge and guidance to the Board on financial and operational matters.

Daniel Roberts is a Co-Founder, Co-Chief Executive Officer and director of IREN. He co-founded IREN in 2018 with his brother, William Roberts, who is also Co-Chief Executive Officer. IREN started in Bitcoin mining and is now an AI cloud infrastructure company with approximately 5GW of secured power in the United States, Canada, Spain and Australia and AI Cloud Services contracts with customers including Microsoft and NVIDIA. Before IREN, Mr. Roberts was an executive director and co-owner of Palisade Investment Partners, an infrastructure investment manager which in 2018 managed 23 infrastructure assets with a total value of A$8 billion. Earlier he worked at Macquarie Group and PwC in London and Sydney. He has served on the boards of Northern Territory Airports, Sunshine Coast Airport, Granville Harbour Wind Farm, Ross River Solar Farm, ANZ Terminals and the Tasmanian Gas Pipeline, and sits on the board of JOLT, a BlackRock-backed EV charging business, where he is also a shareholder. He holds a Bachelor of Business from the University of Technology Sydney and a Master of Finance (Dean's List) from INSEAD. Mr. Roberts brings to the Board more than 20 years in infrastructure investment, capital markets and project delivery, and has led IREN since 2018.

William Roberts is a Co-Founder, Co-Chief Executive Officer and director of IREN. He co-founded IREN in 2018 with his brother, Daniel Roberts, who is also Co-Chief Executive Officer. IREN started in Bitcoin mining and is now an AI cloud infrastructure company with approximately 5GW of secured power in the United States, Canada, Spain and Australia and AI Cloud Services contracts with customers including Microsoft

and NVIDIA. Before IREN, Mr. Roberts worked at Macquarie Group, where his experience spanned debt financing and principal investment as well as foreign exchange and commodity price risk management, and where he co-founded the firm's newly established Digital Assets team. Earlier he held roles at Westpac and Brookfield Multiplex. He holds a Bachelor of Business (Distinction) from the University of Technology Sydney. Mr. Roberts brings to the Board more than 15 years in finance, real assets and commodities, and has led IREN since 2018.

Anthony Lewis was appointed as Chief Financial Officer of IREN on September 8, 2025. Prior to that, Mr. Lewis served as IREN's Chief Capital Officer from July 1, 2025. Mr. Lewis brings more than two decades of experience in financial markets, including over 22 years at Macquarie Group, a global financial services and asset management firm with operations in over 30 markets. Mr. Lewis commenced his career with Macquarie Group in Sydney in 2002 in the investment banking group. During his career in investment banking Mr. Lewis worked across asset classes (including principal investing in renewable energy assets), in both Sydney and London. Mr. Lewis subsequently took on a number of roles in group treasury including Global Head of Transactions and Structuring, Head of Capital and ultimately Co-Treasurer. In this role he was responsible for global treasury operations including fund raising, liquidity and capital management, group structure and corporate development, regulatory reporting, and group financial planning. Mr. Lewis brings deep expertise in capital markets, financial and risk management, strategic planning and leadership. His educational background includes a Bachelor of Commerce and a Bachelor of Laws (First Class Honors) from the University of Sydney.

Director Independence

Under the listing requirements and rules of Nasdaq, we are required to have a majority of independent directors on the Board, and our Audit and Risk Committee and Compensation Committee are required to consist fully of independent directors. The Board has undertaken a review of the independence of each director and, based on information provided by each non-employee director concerning their background, employment and affiliations, the Board determined that David Bartholomew, Christopher Guzowski, Michael Alfred and Sunita Parasuraman do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of director and that each of these directors are "independent" as that term is defined under Nasdaq rules.

In making these determinations, the Board considered the current and prior relationships that each non-employee director has with IREN and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of IREN securities by each such non-employee director or affiliated entities, and their involvement in any transactions described under the heading "Related Party Transactions."

Director Nominee Qualifications and Skills

We do not have a standing nominating committee. Rather, in accordance with Rule 5605(e) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the Board. The Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are David Bartholomew, Christopher Guzowski, Michael Alfred and Sunita Parasuraman, with Mr. Guzowski not participating in the consideration of his own nomination. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place but have adopted a Board resolution addressing the nominations process and related matters required under U.S. federal securities laws.

Our independent directors are responsible for assessing with the Board the appropriate skills, experience, and background that we seek in Board members in the context of our business and the existing composition of the Board. This assessment includes numerous diverse factors, such as independence; personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; strong finance experience; relevant social

policy concerns; experience relevant to our industry (such as understanding of and experience in digital asset mining, high-performance computing and AI Cloud Services, technology, infrastructure, finance and marketing); experience as a board member or executive officer of another publicly held company; senior leadership experience; relevant academic expertise or other proficiency in an area of our operations; diversity of expertise and experience in substantive matters pertaining to our business relative to other board members; diversity of background and perspective; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; international experience; and any other relevant qualifications, attributes or skills. The Board then determines whether a nominee's background, experience, personal characteristics and skills will advance the Board's goal of creating and sustaining a Board with a diversity of perspectives and viewpoints that can support and oversee IREN's complex activities.

Board of Directors Leadership Structure

The Board periodically evaluates our leadership structure and the combination or separation of the chief executive officer and chair of the Board roles. The combination or separation of the chief executive officer and chair of the Board roles is and will be driven by IREN's governance and leadership needs at any point in time.

At this time, IREN has two Co-Chief Executive Officers, Daniel Roberts and William Roberts, and a separate Chair of the Board, David Bartholomew, who is independent. IREN believes that having an independent Chair provides strong independent leadership and oversight for IREN and the Board. We believe that the separation of the Chair and Co-Chief Executive Officer positions allows our independent Chair to focus on the governance of the Board, Board meeting agenda planning, the recruitment of new directors and Board committee responsibilities. Furthermore, this structure allows our Co-Chief Executive Officers to focus their attention on the business and execution of IREN's strategy.

Board and Committee Self-Assessment

The Board conducts a periodic self-assessment to assess whether the Board, its committees, and each member of the Board are working effectively, and to provide an opportunity to reflect upon and improve processes and effectiveness.

Board of Directors' Role in Risk Oversight

The Board and its committees oversee the risk management activities designed and implemented by our management team and also considers specific risk topics, including risks associated with our strategic initiatives, cybersecurity, business plans and capital structure. The Board executes its oversight responsibilities both directly and through its committees and believes its risk management processes are well-supported by the current Board leadership structure. Our management, including our executive officers, is primarily responsible for managing the risks associated with the operation and business of IREN and reports regularly to the Board and Audit and Risk Committee on risk management activities, including cybersecurity and information technology, along with frequent informal communications to the Board between regularly scheduled meetings to keep the Board apprised of any emerging risks or incidents. The Board has delegated to the Audit and Risk Committee oversight of its risk management process, and our other Board committee also considers risks related to the performance of its respective committee responsibilities. All committees report to the Board regularly and as frequently as appropriate, including when a matter rises to the level of a material or enterprise risk.

Meetings of the Board of Directors and Annual General Meeting of Shareholders

The Board directs the management of our business and affairs as provided by Australian law and conducts its business through meetings of the Board and the operation of the Audit and Risk Committee and the Compensation Committee.

During the fiscal year ended June 30, 2026, the Board held seven meetings, and each of the incumbent directors attended at least 75% of the total of all meetings of the Board and committees on which the director served during his or her service as a director during the year.

Although IREN does not have a formal policy regarding attendance of directors at the annual general meeting of shareholders, all directors are encouraged to attend. All directors on the Board at the time of our 2025 AGM attended the virtual meeting.

Committees of the Board of Directors

The Board directs the management of our business and affairs and conducts its business through meetings of the Board and the operation of the Audit and Risk Committee and the Compensation Committee. In addition, from time to time, other committees may be established under the direction of the Board when necessary or advisable to address specific issues.

Audit and Risk Committee

The Audit and Risk Committee of the Board operates under a charter, a copy of which is available on our website at www.iren.com/investors/governance.

The Audit and Risk Committee consists of Sunita Parasuraman (Chair), David Bartholomew, Christopher Guzowski and Michael Alfred. During the fiscal year ended June 30, 2026, the Audit and Risk Committee held six meetings. The Audit and Risk Committee has direct responsibility for the oversight of the work of our independent registered public accounting firm, including the sole authority for the establishment of pre-approval policies and procedures for all audit and non-audit engagements, and may terminate our registered public accounting firm's engagement without the approval of IREN's shareholders whenever the Audit and Risk Committee deems appropriate. The Audit and Risk Committee also oversees the integrity of the financial statements of IREN and its wholly owned subsidiaries and the qualifications, performance and independence of our independent registered public accounting firm. The Audit and Risk Committee also reviews and discusses IREN's risk management, including without limitation financial, operational, cybersecurity, legal, regulatory and reputational risks and has established procedures for the receipt, retention and treatment of complaints received by IREN regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by IREN employees of concerns regarding questionable accounting or auditing matters. Additionally, the Audit and Risk Committee maintains oversight of the internal audit function of IREN and reviews related party transactions. The Audit and Risk Committee may delegate its responsibilities to any subcommittee, if approved by the Board.

The Board has determined that each member of the Audit and Risk Committee is "independent" as such term is defined in Rule 10A-3(b)(1) under the Exchange Act, which is a heightened test as compared to the general test for independence of board members.

All members of the Audit and Risk Committee are able to read and understand fundamental financial statements, are familiar with finance and accounting practices and principles, and are financially literate, and the Board has determined that all members of the Audit and Risk Committee meet the requirements for financial literacy under the applicable SEC and Nasdaq rules concerning audit committees. The Board has determined that each of David Bartholomew and Sunita Parasuraman is an "audit committee financial expert" as such term is defined under the applicable regulations of the SEC and has the requisite accounting or related financial management expertise and financial sophistication under the applicable rules and regulations of the Nasdaq.

Compensation Committee

The Compensation Committee operates under a charter, a copy of which is available on our website at www.iren.com/investors/governance.

The Compensation Committee consists of David Bartholomew (Chair), Michael Alfred, Christopher Guzowski and Sunita Parasuraman. During the fiscal year ended June 30, 2026, the Compensation

Committee held four meetings. The Compensation Committee is responsible for reviewing and recommending to the Board: corporate goals and objectives relevant to executive compensation as well as base salary, bonus, equity and other benefits for senior executives, compensation of non-executive directors, and any changes to IREN's incentive compensation and equity-based plans and arrangements. The Compensation Committee may delegate its responsibilities to a subcommittee, if approved by the Board, and has been aided in its review of, and recommendations regarding, executive compensation by an independent consultant, FW Cook, which provides the Compensation Committee with compensation benchmarking and consultation services.

The Board has determined that each member of the Compensation Committee is "independent" as such term is defined in Rule 10C-1(b)(1) under the Exchange Act and each qualifies as a "non-employee director" as defined in Rule 16b-3 of the Exchange Act.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee have been officers or employees of IREN at any time during the past year. Additionally, none of our executive officers serve on the compensation committee or board of directors of any other entity where an executive officer of that entity is a member of our Board or Compensation Committee. For information regarding transactions between IREN and the members of the Compensation Committee, please see "Related Party Transactions" below.

Corporate Governance Guidelines and Code of Business Conduct

and Ethics

We have adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of the Board, directors and Board committees, conflicts of interest, succession planning, committee composition, director term limits, and other important governance policies and principles.

Additionally, we have adopted the Code of Business Conduct and Ethics, which applies to all our directors, and to our officers and other employees. Our Code of Business Conduct and Ethics addresses, among other things, competition and fair dealing, gifts and entertainment, conflicts of interest, international trade laws, public communications and Regulation FD, modern slavery, compliance with laws, regulations and policies, confidentiality and corporate opportunity requirements and the process for reporting violations of the Code of Business Conduct and Ethics. We will promptly disclose, if required by applicable laws, any amendment to, or waiver from, our Code of Business Conduct and Ethics granted to directors or executive officers by timely posting such information on our website.

The Corporate Governance Guidelines and Code of Business Conduct and Ethics are available under the "Governance" section of our website at www.iren.com/investors/governance.

Insider Trading Policy

Our Board has adopted an Insider Trading Policy, which applies to all officers, directors and employees of IREN. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as listing standards applicable to IREN. A copy of our Insider Trading Policy is attached as Exhibit 19.1 to our 2026 Annual Report on Form 10-K. The Insider Trading Policy prohibits purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of IREN's securities.

Communication with the Board of Directors

Shareholders and interested parties who wish to contact any member of the Board or the entire Board should address correspondence to the Chair in care of the Secretary by email. The Secretary will review and forward correspondence to the Chair or the appropriate person or persons for response. Such items that

are unrelated to a director's duties and responsibilities as a Board member may be excluded by the Secretary, including, without limitation, solicitations and advertisements, junk mail, product-related communications, job referral materials and resumes, surveys, and material that is determined to be illegal or otherwise inappropriate.

Shareholders may recommend a candidate to the Board by following the procedures for communicating with the Board described above. The Board will evaluate director candidates recommended by shareholders in the same manner as other director candidates.

Chair of IREN Limited

c/o Office of the Secretary

[email protected]

Related Party Transactions

Other than the compensation arrangements, which are described below under the caption "Executive Compensation," and the transactions described in this section, since July 1, 2025 through the date of this Proxy Statement, we did not enter into any related party transactions with any related parties as defined in IREN's written related party transactions policy adopted by the Board in an amount that exceeded or will exceed $120,000 and including: (i) directors, director nominees and members of key management personnel, or their immediate family members; and (ii) individuals or entities that directly or indirectly, through one or more intermediaries, control us, or that hold 5% or more of any class of our voting securities.

An immediate family member of Christopher Guzowski, one of our directors, is currently employed by us as an Associate Director. The employee is not one of our executive officers. In Fiscal 2026, the employee had total annualized cash compensation in excess of $120,000. The employee is also eligible to participate in our employee benefit plans and arrangements which are generally made available to other employees at his level, including employee equity incentive plans, health benefits, vacation benefits, retirement savings plans and insurance plans. The employee's compensation was established by us in accordance with our compensation practices applicable to employees with comparable qualifications and responsibilities and holding similar positions. The transaction was reviewed and approved by the Audit and Risk Committee under our Related Party Transactions Policy.

In September 2025, Daniel Roberts and William Roberts, our Co-Chief Executive Officers and directors, each sold, through associated trusts, vested options to B. Riley, for an aggregate purchase price of approximately $24.5 million each. The sales were effected under option purchase agreements dated August 28, 2025 and related option assignment agreements to which we were a party in order to facilitate the assignments, the exercise of the options and the registered resale of the underlying shares. B. Riley paid the aggregate exercise price to us in full prior to each assignment, and we incurred legal fees and disbursements of approximately $270,000 in facilitating the transaction. The transaction was reviewed and approved by the Audit and Risk Committee under our Related Party Transactions Policy and approved by the Board.

Pursuant to the Related Party Transactions Policy, certain related party transactions will require shareholder approval under Australian law, while other related party transactions will only require approval by the Audit and Risk Committee. Shareholders or the Audit and Risk Committee, as applicable, will review all material facts of all related party transactions and either approve or disapprove entry into the related party transactions, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a related party transaction, the Audit and Risk Committee will take into account, among other factors, the following: (i) whether the related party transaction is on arm's length terms or terms less favorable than terms generally available to an unrelated third-party under the same or similar circumstances and (ii) the extent of the related person's interest in the transaction. Furthermore, the policy requires that all related party transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

Executive Compensation

Compensation Discussion and Analysis

This CD&A describes our compensation approach and programs for our NEOs. Our NEOs for Fiscal 2026 are:

Our Business

IREN is a vertically integrated AI Cloud Services platform, delivering data centers, compute and software for AI training and inference. We own and operate all three layers of the AI Cloud Services stack: the data center layer, the compute layer and the software layer.

We believe that owning and operating all three layers of the AI Cloud Services stack enables us to bring compute online quickly and at scale, optimize performance and reliability, and provide customers with greater certainty and flexibility than AI Cloud Services platforms that are more dependent on third-parties for one or more of those layers.

We deliver both bare metal compute and managed cloud services to customers supporting AI training and inference workloads. Our customer base includes hyperscalers, enterprises, AI developers and frontier labs. As of June 30, 2026, our operating AI Cloud Services capacity represented approximately 40MW.

Our AI Cloud Services platform is underpinned by an expansive portfolio of land and grid-connected power in renewable-rich regions across North America, Europe and Asia-Pacific. As of June 30, 2026, we had executed grid connection agreements, letters of agreement or equivalents representing approximately 5GW of total power capacity in the United States, Canada, Spain and Australia, and a further multi-GW development pipeline.

We also have Bitcoin mining operations. During the year ended June 30, 2026, we commenced decommissioning Bitcoin mining hardware and reallocating power and data center capacity toward AI Cloud Services, and aim to substantially complete this transition by December 31, 2026.

Fiscal 2026 Performance Highlights

Fiscal 2026 was a transformational year for IREN. IREN delivered record revenue of $707.0 million and materially advanced its transition into a vertically integrated AI Cloud Services platform, delivering data centers, compute and software for AI training and inference.

Operationally, IREN delivered strong execution against its strategic priorities. Key operational achievements include:

Additional achievements following June 30, 2026, include:

IREN's near-term priorities include completing the remaining Horizon 2-4 deployments at Childress and transitioning existing capacity at Childress and in British Columbia to AI Cloud Services. Beyond these projects, IREN is progressing further expansion at Childress and its existing British Columbia sites, together with development at Sweetwater, Kiowa, Bundey and Badajoz.

These developments have increased the scale of IREN's power portfolio and broadened its capabilities across data centers, compute and software. They provide the foundation for sustained growth and long-term shareholder value creation.

The following chart summarizes IREN's TSR performance relative to our competitors over the three-year period ended June 30, 2026, based on the closing share prices of IREN and its competitors on June 30, 2023 and June 30, 2026.

 

CoreWeave, Inc. completed its initial public offering in March 2025, and its total shareholder return reflects performance since that listing date rather than the full three-year period shown for the other companies. Nebius Group N.V. (formerly Yandex N.V.) was suspended from trading on Nasdaq from February 2022 until it resumed trading in October 2024; its total shareholder return reflects this trading suspension and may not be directly comparable to the other companies presented.

Fiscal 2026 Executive Compensation Practices

We maintain a compensation program designed to attract and retain high-caliber executives in an increasingly competitive talent market. As an AI Cloud Services company, IREN competes with hyperscale cloud providers and other leading technology and digital infrastructure companies for experienced leaders with the capabilities required to execute our strategy and support our growth. Accordingly, our compensation program is designed to attract, motivate and retain top-level talent through competitive compensation while continuing to reflect strong corporate governance practices, as summarized below.

Compensation at Risk

The Compensation Committee believes that most of the compensation for our NEOs should be at risk and aligned with long-term shareholder value creation. The following charts show the percentage of the target total direct annual compensation for our NEOs, which is variable or at risk versus fixed with respect to Fiscal 2026. These charts exclude any one-time equity awards and the 2027 Co-CEO Staking Grants (as further described below) made on July 1, 2026. At risk compensation includes the short-term annual cash bonus and both time-based and performance-based equity awards, while the only fixed component of pay is base salary. The charts also show that, for Fiscal 2026, a significant portion of our NEOs' annual equity compensation program is subject to performance-based vesting.

 

Compensation Governance and Best Practices

We are committed to having strong governance standards with respect to our compensation programs, procedures, and practices. Our key compensation practices include the following:

Consideration of the 2025 Say-on-Pay Vote and Shareholder Engagement

At the 2025 AGM, approximately 88.0% of the votes cast supported our say-on-pay proposal. The Compensation Committee considered this outcome, together with feedback received through our shareholder engagement program, in its Fiscal 2026 compensation decisions. In Fiscal 2027, the Compensation Committee, with FW Cook, intends to review elements of our executive compensation program, including stock ownership guidelines, the design and calibration of the STIP and the treatment of equity awards on a change in control.

Our Compensation Philosophy

Our executive compensation programs are designed to attract, motivate and retain the talent that can deliver strong returns on shareholder investments through a highly motivated culture focused on innovation, operational excellence and continued growth. The following principles help guide us in designing our pay programs toward this end:

Compensation Processes

Role of Compensation Committee

The Compensation Committee, which is comprised entirely of independent directors, is responsible for implementing, monitoring and evaluating our overall compensation philosophy and oversees the compensation program for our NEOs and non-employee directors. More specifically, our Compensation Committee is responsible for:

The Compensation Committee may, in its sole discretion, retain or obtain advice from compensation consultants, legal counsel or other advisors that the Compensation Committee believes to be necessary or appropriate. Preceding any such retention or advice, the Compensation Committee must take into consideration the applicable independence factors under Nasdaq rules.

Role of Management

Our Co-CEOs review the performance of our other NEOs and certain other executives and make recommendations to our Compensation Committee on the appropriate base salary, annual bonus and equity grants for such other NEOs and executives. These recommendations are based on the Co-CEOs' assessments of individual contributions, achievement of performance objectives and other factors. Our Co-CEOs have no role in the decision-making process for determining their own compensation.

Role of Compensation Consultant

Our Compensation Committee retained FW Cook as its independent compensation consultant for Fiscal 2026 to provide guidance and advice going forward on compensation-related matters, including changes to our executive and director compensation structure. In connection with FW Cook's retention, our Compensation Committee conducted an assessment of potential conflicts of interest of FW Cook and no conflicts of interest relating to its services were identified.

Compensation Peer Group

The Compensation Committee uses the Compensation Peer Group to compare and review the compensation paid to our NEOs against the competitive market and inform our compensation program design. This Compensation Peer Group consists of companies of comparable size and scope of operations, with which we compete for business, executive talent and investment dollars. In April 2025, when determining the appropriate composition of the Compensation Peer Group, the Compensation Committee considered the following criteria:

Based on the selection criteria, the following Compensation Peer Group was considered for purposes of setting Fiscal 2026 executive compensation:

The Compensation Peer Group will be reviewed from time to time by our Compensation Committee, with input from FW Cook, our independent compensation consultant. The Compensation Committee also considers data from third-party surveys when evaluating executive pay levels.

Elements of Compensation

The following is a discussion of the primary elements of the compensation for each of our NEOs for Fiscal 2026.

Annual Base Salary

Base salary for our NEOs is the fixed component of our executive compensation program. We use base salary to compensate our NEOs for services rendered during the year and to recognize the experience, skills, knowledge and responsibilities required of each NEO. Base salaries are reviewed at least annually and are set based on competitiveness versus the external market, talent planning, individual and IREN performance, and internal equity considerations.

For Fiscal 2026, our NEOs' base salaries were as follows:

Short-Term Cash Incentive Compensation

We believe that near-term operational excellence is critical to achieving long-term shareholder value. To support this objective, we maintain the STIP to reward employees, including our NEOs, for the achievement of annual performance goals. These incentives are intended to drive accountability, reinforce key business priorities, and align compensation with IREN's short-term financial and strategic objectives.

For Fiscal 2026, the bonus targets (expressed as a percentage of base salary) for our NEOs were as follows:

For our Co-CEOs, expected payouts could range from 0% to 200% of target depending on performance results, while for Mr. Lewis and Ms. Nucifora, actual payouts could range from 0% to 150% of target.

Under the STIP, bonus payments were based on KPIs established by our Board, together with other factors the Board considered relevant. In accordance with the terms of the STIP, the Board has exclusive authority to evaluate performance relative to the KPIs, and any resulting payment is wholly within the Board's discretion.

In determining Fiscal 2026 STIP payouts, the Board considered a number of achievements including performance against the following four KPIs, each described below: the "Safety KPI", the "Operations Scorecard KPI", the "Group Performance KPI" and the "Individual Performance KPI".

We believe these KPIs are directly linked to our business plan objectives, financial targets, and the long-term strategy of the business.

Safety KPI

The Safety KPI applies across all functions and is designed to foster a safety-first culture, encourage proactive reporting and hazard identification, and minimize risks to our employees and third parties.

To assess the performance of IREN's NEOs against the Safety KPI for the Fiscal 2026 STIP, the following was considered:

Key Accomplishments: During Fiscal 2026, IREN continued to strengthen its workplace health and safety assurance program, with a focus on incident prevention, regulatory and operational compliance, and effective risk management. Each site maintained a monthly schedule of safety audits and control spot-checks conducted on a rotating basis by operational site teams, safety supervisors and site leads. These site-level activities were supplemented by corporate-level safety audits, reviews and site walkthroughs conducted throughout the organization. IREN also maintained its biennial assurance cycle, under which Internal Audit and the Group HSE Director jointly undertake a full-scope workplace health and safety audit across all sites, alternating with an independent external audit. The most recent full-scope internal audit was conducted with reference to the Certificate of Recognition health and safety framework and principles.

Operations Scorecard KPI

The Operations Scorecard KPI is measured against IREN's operations scorecard and is designed to provide clarity of goals and expectations for the site operations that support other functions in the business and are critical to IREN's success.

To assess the performance of IREN's NEOs against the Operations Scorecard KPI for the Fiscal 2026 STIP, the following was considered:

Key Accomplishments: During Fiscal 2026, IREN advanced construction of the Horizon 1-4 data centers and the transition of existing capacity at Childress and in British Columbia to AI Cloud Services, while placing additional GPUs into service. The company energized the Sweetwater 1 substation on schedule and expanded its global development portfolio to approximately 5GW as of June 30, 2026, including through the Kiowa and Bundey projects and the acquisition of Nostrum Group.

IREN also participated in demand-response and curtailment obligations at Childress, generating demand-response program income of $10.4 million, compared with $7.7 million in Fiscal 2025. The Safety, Health and Environment component reflected the safety, audit, compliance and training results described above.

Group Performance KPI

The Group Performance KPI sets a common goal for cost efficiency and growth outcomes for all STIP participants, combining quantitative metrics such as project delivery rates, quality of outputs and resource utilization with qualitative indicators such as communication effectiveness, problem-solving and knowledge sharing, and links collective performance to organizational success.

To assess the performance of IREN's NEOs against the Group Performance KPI for the Fiscal 2026 STIP, the following was considered:

Key Accomplishments: During Fiscal 2026, IREN entered into major AI Cloud Services contracts with Microsoft and NVIDIA representing approximately $13.1 billion of disclosed total contract value. To support delivery of these contracts and its broader growth program, IREN raised approximately $16.2 billion of financing across convertible notes, GPU financing, customer prepayments and equity.

IREN expanded its global development portfolio to approximately 5GW, energized the Sweetwater 1 substation on schedule and advanced construction of Horizons 1-4 and the transition of existing capacity at Childress and in British Columbia to AI Cloud Services. IREN also completed the acquisition of Nostrum Group, signed the definitive agreement to acquire Mirantis and entered a broader strategic partnership with NVIDIA. In addition, IREN implemented U.S. domestic issuer reporting requirements and maintained effective internal control over financial reporting as of June 30, 2026.

Individual Performance KPI

The Individual Performance KPI evaluates quantitative outputs, such as sales targets, project milestones and task completion rates, together with qualitative contributions such as teamwork, innovation and adherence to IREN values, and is designed to drive accountability, personal development and alignment between individual efforts and IREN's strategic goals.

To assess the performance of IREN's NEOs against the Individual Performance KPI for the Fiscal 2026 STIP, the following was considered:

Key Accomplishments:

IREN's senior leadership team, led by our Co-CEOs, drove the execution of IREN's AI Cloud Services strategy during Fiscal 2026. The team expanded IREN's global development portfolio to approximately 5GW as of June 30, 2026, including through the Kiowa and Bundey projects and the acquisition of Nostrum Group. These initiatives established development platforms in Australia and Europe. IREN also advanced the Horizon 1-4 deployments at Childress and the transition of existing capacity at Childress and in British Columbia to AI Cloud Services.

Under the NEOs' leadership, IREN entered into major multi-year contracts with Microsoft and NVIDIA. The team also entered into a broader strategic partnership with NVIDIA intended to support the deployment over time of up to 5GW of NVIDIA DSX-aligned AI infrastructure across IREN's global development portfolio. In addition, the team signed the definitive agreement to acquire Mirantis as part of IREN's strategy to strengthen its software, workload orchestration and customer support capabilities.

Employee headcount increased from 257 as of June 30, 2025 to 685 as of June 30, 2026, and IREN strengthened its leadership capabilities across key functions. The team also continued IREN's community engagement through scholarship, grant and workforce-development programs. Taken together, these actions strengthened IREN's ability to deliver contracted AI Cloud Services capacity and advance its global development portfolio.

As her employment ceased during Fiscal 2026, Ms. Nucifora was not eligible to receive a payout.

Based on the level of achievement of the KPIs for Fiscal 2026, as well as outstanding performance across IREN, the Board determined the STIP was achieved at 125% of target. This payout aligns with IREN's Fiscal 2026 performance. Accordingly, our NEOs received the following bonuses under the STIP in respect of Fiscal 2026:

Long-Term Equity Incentive Compensation

We believe that sustainable long-term performance is best achieved through a corporate culture that emphasizes long-term value creation at all levels of the organization. To reinforce this philosophy, IREN utilizes equity-based compensation for its employees, including our NEOs, to align their interests with those of its shareholders. The value of these awards is directly linked to IREN's share performance, thereby incentivizing a long-term commitment to driving shareholder value.

During Fiscal 2026, IREN granted annual equity awards in the form of TRSUs (the "2026 Annual TRSUs") and PRSUs (the "2026 Annual PRSUs") to our NEOs under the 2023 LTIP (the "2026 Annual Grants"). For our NEOs, the 2026 Annual Grants were allocated 67% to 2026 Annual TRSUs and 33% to 2026 Annual PRSUs. The 2026 Annual Grant target long-term values are shown below for each NEO.

The intended target values of the equity awards described above differ from the amounts reported in the Summary Compensation Table and Grants of Plan-Based Awards Table because the Compensation Committee determines the number of RSUs subject to each award using a 60-day average share price, whereas the amounts reported in those tables reflect the grant date fair value calculated in accordance with applicable accounting standards. For PRSUs, the reported grant date fair value also incorporates a Monte Carlo valuation methodology, which may further contribute to differences from the intended target values established by the Compensation Committee.

Fiscal 2026 Annual TRSUs

The 2026 Annual TRSUs vest ratably over two years, subject to the NEOs' continued service through the applicable vesting date.

Fiscal 2026 Annual PRSUs

The 2026 Annual PRSUs are eligible to vest based on IREN's relative TSR performance over the three-year period from July 1, 2025 through June 30, 2028 (the "Performance Period"), subject also to the NEOs' continued service through the applicable vesting date. For this purpose, IREN's TSR and the performance of the Russell 2000 Index are each measured by comparing the 60 trading day average closing share price or index level immediately preceding the start of the Performance Period with the 60 trading day average closing share price or index level immediately preceding the end of the Performance Period, rather than the closing price or level on those dates. The number of PRSUs earned, if any, will be determined based on IREN's cumulative TSR compared to the performance of the Russell 2000 Index over the Performance Period. The Compensation Committee selected relative TSR as the performance metric because it provides a clear and objective measure of IREN's performance relative to the broader market and directly aligns executive compensation with long-term shareholder value creation. The relative TSR performance goals are as follows:

Payout for performance between levels (threshold, target, maximum) is determined based on linear interpolation. No 2026 Annual PRSUs will vest if the threshold performance is not achieved at the end of the Performance Period. If IREN's absolute TSR is negative over the Performance Period, the maximum number of 2026 Annual PRSUs that can vest is limited to the target performance level set forth in the table above.

Fiscal 2026 New Hire TRSUs - Mr. Lewis

Upon his hiring, Mr. Lewis received a new-hire award of 130,605 TRSUs designed to promote long-term retention and align his interests with those of shareholders. The award vests in five equal annual installments, subject to his continued service through each applicable vesting date.

Fiscal 2023 PRSUs

The Fiscal 2023 PRSU payout was based on relative TSR performance against a peer group of 17 companies measured over two tranches: (1) 50% over a three-year performance period (July 1, 2022 - June 30, 2025) and (2) 50% over a four-year performance period (July 1, 2022 to June 30, 2026). For the second tranche (the four-year performance) completed at the end of Fiscal 2026, IREN achieved a TSR of 1,265.1%, exceeding the 75th percentile required for 100% vesting of the second tranche. Each of our Co-CEOs earned 22,922 PRSUs, which vested on July 1, 2026.

Fiscal 2024 PRSUs

The Fiscal 2024 PRSU payout was based on IREN's cumulative TSR compared to the performance of the NQUSS Index during the three-year performance period (July 1, 2023 to June 30, 2026). The relative TSR performance goals were as follows:

For the three-year performance period, IREN achieved TSR of 881.3%, significantly exceeding the NQUSS Index TSR of 58.2% and surpassing the maximum performance threshold by more than 40%, resulting in a payout at 200% of target. Accordingly, each of our Co-CEOs earned 529,275 PRSUs, which vested on July 1, 2026.

2025 NEO Retention Grants

As previously disclosed, in Fiscal 2025, the Board, upon the recommendation of the Compensation Committee, granted the 2025 NEO Retention Grants, which consisted of time- and performance-based RSUs to certain NEOs as part of a long-term retention program designed to support leadership continuity during a period of significant growth and expansion of IREN's AI Cloud Services business.

The 2025 NEO Retention PRSUs were divided into six equal tranches, with each tranche eligible to vest upon achievement of a specified share price hurdle, ranging from $20.00 to $50.00 (based on a 30-trading day average share price over the applicable performance period), subject to the applicable service-based vesting requirements. The share price hurdles were set with reference to a premium to the 60-day average closing share price as of the date of grant ($7.72).

During Fiscal 2026, all six share price hurdles were achieved, including the highest $50.00 share price hurdle. As a result, all 2025 NEO Retention PRSUs satisfied their applicable performance-based vesting conditions. The achievement of these performance conditions reflects the significant appreciation in IREN's share price since the 2025 NEO Retention PRSUs were granted and the corresponding creation of substantial shareholder value. Each of our Co-CEOs earned 1,844,862 PRSUs upon achievement of the applicable share price hurdles during September and October 2025. Prior to her departure, Ms. Nucifora earned 12,500 PRSUs upon achievement of the first share price hurdle of $20.00; her remaining 2025 NEO Retention PRSUs were forfeited.

The 2025 NEO Retention TRSUs (1,844,862 TRSUs for each Co-CEO) continue to vest ratably through June 2031 and are shown in the Outstanding Equity Awards at Fiscal Year-End table below.

2027 Co-CEO Staking Grants in Lieu of All Equity Incentives Until Fiscal 2031

As previously disclosed, on June 30, 2026, the Board approved, upon the recommendation of the Compensation Committee, the 2027 Co-CEO Staking Grants, being the grant of an award of 9,099,328 TRSUs to each of our Co-CEOs. The 2027 Co-CEO Staking Grants, which were granted under the 2025 Omnibus Incentive Plan, vest in four equal annual installments following the grant date, with each vested installment subject to a further two-year post-vesting holding period. The 2027 Co-CEO Staking Grants were made in lieu of annual long-term incentive awards for the four-year vesting period, with the full four-year equity opportunity granted at the outset. As a result of these grants, neither Co-CEO will receive any long-term incentive equity grants or any other equity-based incentive grants during the 2027 Co-CEO Staking Grants' vesting period, which ends in Fiscal 2031.

The 2027 Co-CEO Staking 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 grants, the Board undertook a comprehensive analysis of our Co-CEOs' compensation and equity holdings in light of IREN's continued growth in scale and approved the 2027 Co-CEO Staking 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 and promoted long-term shareholder value creation. To inform its deliberations and decision-making process, the Compensation Committee considered market precedents of founder CEO special staking or retention grants consisting of 28 awards by founder-led companies, as determined by its independent compensation consultant. The market precedents reflected a diverse cross-section of U.S. publicly traded companies across a broad range of industries, company sizes and stages of development, including high-growth and asset-intensive businesses and companies with evolving business models. This diverse range of companies provided the Compensation Committee with a broad set of relevant market precedents. These precedents covered market practices for equity awards granted to founder CEOs, including the design and magnitude of such awards as a percentage of common shares outstanding.

Each of the 2027 Co-CEO Staking Grants, combined with the corresponding 2025 NEO Retention Grants, represented an approximately 3% stake in the aggregate, consistent with the median of the market precedents. Even after giving effect to the 2027 Co-CEO Staking Grants, each Co-CEO's ownership remains modest relative to the ownership levels of founders at comparable founder-led companies, and the combined size of the grants is consistent with market precedents for companies led by founder pairs. The Compensation Committee utilized the market precedents to confirm that these 2027 Co-CEO Staking Grants were consistent with broader market practice when sizing the awards. Each of the 2027 Co-CEO Staking Grants has an accounting grant date value of $275.9 million, as calculated in accordance with FASB ASC Topic 718. Because these grants were made during Fiscal 2027, the grant date values of these awards are not reflected in the Summary Compensation Table below for Fiscal 2026, and instead will be included in the Summary Compensation Table for Fiscal 2027 included in next year's proxy statement.

The 2027 Co-CEO Staking Grants are designed to retain and incentivize the Co-CEOs to lead IREN through its next phase of growth and the execution of its long-term strategic plan. The Board's approval reflected a deliberate, multi-year process that began in 2025 with a smaller initial retention award and deferred consideration and decision of any further award until the Co-CEOs had demonstrated continued performance and execution against IREN's strategic objectives. Any further grant remained a separate decision at the Board's discretion and was approved by the independent directors in June 2026, to ensure our Co-CEOs have equity incentives that align their interests with the long-term interests of our shareholders. In approving the grants, the independent directors also considered the Co-CEOs' relatively modest ownership position for founders at this stage of IREN's growth, as well as the fact that a substantial majority of their existing equity awards had already vested or were close to vesting. The 2027 Co-CEO Staking Grants keep our Co-CEOs economically exposed to IREN's share price until Fiscal 2033, with a fixed number of RSUs and no reset, repricing or additional annual equity grants until Fiscal 2031. Accordingly, the Board believes that the 2027 Co-CEO Staking 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 2027 Co-CEO Staking Grants were granted on July 1, 2026 and will vest in equal annual installments over the four-year period following the grant date, subject to continued service through the applicable vesting date. In addition, following the applicable vesting date, each tranche of TRSUs will be subject to a subsequent two-year post-vesting holding period requirement during which the Co-CEOs generally may not sell, transfer, or otherwise monetize the vested TRSUs. Due to the post-vesting holding requirement, the accounting grant date fair value of the 2027 Co-CEO Staking Grants (as described above) was significantly reduced by the application of a discount of 30% for lack of marketability. The Board believes that this post-vesting holding period requirement, which will extend to Fiscal 2033 in the case of the final vesting tranche of the TRSUs, further promotes the long-term alignment of our Co-CEOs' interests with those of our shareholders.

The Board carefully considered whether the awards should include performance hurdles, informed by IREN's experience with prior awards. Longer-term, time-based awards have gained broader market acceptance among investors as an alternative to performance-based awards, particularly where extended vesting periods and post-vesting holding requirements provide meaningful long-term alignment with shareholders. Earlier share-price hurdles had not been met despite significant relative share-price performance, while hurdles included in the 2025 NEO Retention PRSUs were achieved much earlier than anticipated. These experiences demonstrated that, in a volatile and rapidly evolving sector, point-in-time share-price hurdles may not consistently reflect long-term performance or provide the intended duration of alignment. The Board determined that long-dated, time-based equity with post-vesting holding requirements provides a more durable alignment mechanism and the value ultimately realized by the Co-CEOs will rise or fall directly with shareholder value. There is no guaranteed dollar value or payout floor associated with the awards; their value is determined by the same share price that drives shareholder returns. Consistent with this approach, the Board's objective was not to reward a particular short-term share-price outcome, but to retain and align the Co-CEOs through IREN's next phase of long-term execution.

Benefits and Perquisites

We provide certain limited benefits and perquisites to our employees, including the NEOs, to fulfill business purposes. In general, these benefits make up a small percentage of total compensation for the NEOs.

In February 2026, IREN engaged an independent security firm to assess the security, health and safety risks applicable to our Co-CEOs. The assessment identified heightened residual personal security risk to our Co-CEOs arising from their roles and from IREN's operations, and recommended travel and personal security protection measures. Having considered the assessment, and on the recommendation of the Compensation Committee and the Audit and Risk Committee, in September 2026 the Board formalized security and travel support arrangements for our Co-CEOs and amended our Corporate Aircraft Policy. For security, health and safety reasons and to reduce the risk of travel delay or disruption, our Co-CEOs are required, where

practical, to use corporate aircraft for business travel, and it is IREN's intention, given the security risks identified, that they travel on corporate aircraft wherever practicable, including for personal travel, consistent with the recommendations of the independent security assessment. Personal use of corporate aircraft and other personal security support are subject, in the aggregate, to an annual threshold set by the Board, with usage reported quarterly to the Compensation Committee and the Audit and Risk Committee, whose prior approval is required for any use above the threshold. We consider these measures to be necessary and appropriate business expenses arising from the nature of our Co-CEOs' roles. In accordance with SEC rules, the incremental cost to IREN of our Co-CEOs' personal use of corporate aircraft during Fiscal 2026 is reported as a perquisite in the Summary Compensation Table.

Retirement Benefits

All IREN employees based in Australia, including our NEOs in Australia, receive compulsory Superannuation contributions from IREN as required under the Australian Superannuation Guarantee (Administration) Act 1992 (Cth), which is currently set at 12.0% of an employee's ordinary time earnings and subject to a statutory maximum amount. No additional retirement benefits or supplementary pension arrangements are provided to our NEOs.

NEO Employment Agreements

We have not entered into any employment agreements with either of our Co-CEOs. Mr. Lewis entered into an employment agreement taking effect from July 1, 2026 (replacing his prior executive services agreement) setting forth his base salary, title and other terms consistent with the employment agreements of our other Australian-based workforce. His employment agreement has no specified term. During her employment, Ms. Nucifora had an executive services agreement setting forth her base salary, title and the date on which she commenced employment with us. Ms. Nucifora's executive services agreement had no specified term.

Termination and Change in Control Arrangements

For a description of entitlements in connection with a change in control or employment termination, including payments made to Ms. Nucifora in connection with the cessation of her employment, see the section "Potential Payments Upon Termination or Change in Control" below.

References in this Proxy Statement to the NEOs' RSUs vesting subject to continued service are qualified by the terms of the applicable plan and award agreement, under which, unless the Board determines otherwise, unvested RSUs will continue to vest following certain terminations of employment (including retirement, redundancy, death or permanent disability).

Accounting Implications

Accounting for Our Equity-Based Compensation

We account for equity-based payments, including grants under each of our equity compensation plans in accordance with the requirements of FASB ASC Topic 718.

Compensation Governance

Clawback Policies

We have an incentive compensation clawback policy that was adopted in accordance with applicable SEC and Nasdaq rules (the "Restatement Clawback Policy"). Under the Restatement Clawback Policy, the Compensation Committee will seek to recover incentive compensation paid to our executive officers in the event of an accounting restatement as defined, and to the extent required, under such rules. A copy of the Restatement Clawback Policy is filed as Exhibit 97.1 to our 2026 Annual Report on Form 10-K. Our STIP and 2023 LTIP also include clawback provisions which allow the Board the ability to recover awards (including

time-based awards) vested or paid out within the previous three years to a participant in the event of the following: (1) serious misconduct, (2) behavior that is fraudulent and potentially impacts the organization's reputation, and (3) material and deliberate manipulation of financial or operational data with the intent to deceive or alter outcomes.

RSU Award Grant Practices and Timing

We do not grant RSUs in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on RSU grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our RSU grants, we have historically granted RSU awards on a predetermined annual schedule. During Fiscal 2026, we did not grant any RSUs to any NEOs during any period beginning four business days before and ending one business day after the filing of any periodic report or the filing or furnishing of any Form 8-K that disclosed any material nonpublic information.

Insider Trading, Anti-Hedging and Pledging Policies

We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities, including by directors and other executive officers, that are designed to promote compliance with applicable insider trading laws, rules and regulations, and listing standards applicable to us. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to our 2026 Annual Report on Form 10-K. In addition, it is our policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in IREN's securities.

In addition, the Insider Trading Policy prohibits our directors, officers, employees and certain other persons from purchasing financial instruments or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of IREN's securities, whether such securities were granted as compensation or otherwise held, directly or indirectly, by such person. Such persons are also prohibited from purchasing IREN's securities on margin or otherwise pledging IREN's securities to secure loans without pre-approval by the Board, which will consider a range of factors in making such determination.

Risk Management

The Compensation Committee, with the assistance of FW Cook, periodically reviews whether risks arising from IREN's compensation policies and practices are reasonably likely to have a material adverse effect on IREN.

Compensation Committee Report

Our Compensation Committee has reviewed and discussed with management the CD&A provided above. Based on its review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement.

Summary Compensation Table

The following table sets forth information concerning the compensation paid and issued to our NEOs during each of our fiscal years ended June 30, 2026, 2025 and 2024. The amounts shown in the Stock Awards column reflect the grant date fair value of the awards computed in accordance with FASB ASC Topic 718. They differ from the intended target values approved by the Compensation Committee, which for Fiscal 2026 were $22,000,000 for each Co-Chief Executive Officer and $783,995 for each of Mr. Lewis and Ms. Nucifora, for the reasons described under "Long-Term Equity Incentive Compensation" above and in footnote (1) below.

The target values approved by the Compensation Committee for the annual equity awards granted to each NEO, comprising TRSUs and PRSUs in aggregate, were as follows.

Grants of Plan-Based Awards

The following table sets forth information with respect to plan-based awards granted to our NEOs during Fiscal 2026. Equity awards described in the table below were granted under the 2023 LTIP.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning outstanding equity awards for our NEOs as of the end of Fiscal 2026.