DEF 14A of IREN Ltd, Oct 6, 2025

DEF 14A of IREN Ltd

Filed Oct 6, 2025 · FY20250001140361-25-037383

Open on EDGAR

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    Sydney, NSW Australia 2000 Notice of 2025 Annual General Meeting (“Notice of Meeting”) The Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) is being mailed, and the attached proxy statement (the “Proxy Statement”) is being made available, to our shareholders beginning on or about October 6, 2025. The annual general meeting (the “AGM”) of IREN Limited (“IREN”, “we”, “our”) will be held at:

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    | Date & Time | November 19, 2025, commencing at 3:30pm (ET) | | Meeting Link | www.virtualshareholdermeeting.com/IREN2025 | | Purpose | To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report (each as defined in the Proxy Statement) for the year ended June 30, 2025. To receive and vote upon the following proposals: 1. Approve an amendment to IREN’s constitution to align the quorum requirement to conduct shareholder meetings with Nasdaq rules 2. Approve an amendment to IREN’s constitution to provide for director elections at each annual general meeting 3. Approve an amendment to IREN’s constitution to add a forum selection provision 4. Approve an amendment to IREN’s constitution to update the advance notice provisions for universal proxies 5. Approve amendments to IREN’s constitution to implement miscellaneous changes 6. Approve IREN’s 2025 Omnibus Incentive Plan (as defined in the Proxy Statement) 7. Approve the repurchase by IREN of its ordinary shares pursuant to the Prepaid Forward Transactions (as defined in the Proxy Statement) 8. Approve the repurchase by IREN of its ordinary shares pursuant to the Capped Call Transactions (as defined in the Proxy Statement) 9. Approve an advisory vote on executive compensation (the “say-on-pay” vote) 10. Approve an advisory vote on the frequency of future advisory votes on executive compensation |

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    | Record Date | The board of directors of IREN has determined that the persons entitled to receive notice of the AGM are those who are registered shareholders of IREN at 5:00pm (ET) on September 29, 2025. In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) (Australia) those who are registered shareholders on the transfer books of IREN at 9:00am (AEDT) on November 18, 2025, being 5:00pm (ET) on November 17, 2025, are also eligible to vote. Accordingly, transfers by such registered shareholders that are registered after that time will be disregarded in determining entitlements to attend and vote at the AGM. | | Meeting Admission | If you wish to attend the AGM, which is exclusively being held virtually, please enter the 16-digit control number located on the Notice of Internet Availability mailed to you beginning on October 6, 2025, on your proxy card or voting instruction form at www.virtualshareholdermeeting.com/IREN2025. | | Voting by Proxy | Please submit a proxy card if you are a registered holder of shares held directly at our transfer agent or, for shares held in “street name” through a broker, bank or other nominee, a voting instruction form, as soon as possible, so your shares can be voted at the AGM. You may submit your proxy card by mail. If you are a registered holder of shares held directly at our transfer agent, you may also vote electronically by telephone or over the internet by following the instructions included with your proxy card. If your shares are held in “street name,” you will receive instructions for the voting of your shares from your broker, bank or other nominee, which may permit telephone or internet voting. Follow the instructions on the voting instruction form that you receive from your broker, bank or other nominee to ensure that your shares are properly voted at the AGM. |

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    PROXY STATEMENT Important Notice Regarding Proxy Materials for the Annual General Meeting to be held at 3:30pm on November 19, 2025 (ET) virtually at www.virtualshareholdermeeting.com/IREN2025 The Proxy Statement and Annual Report to Shareholders are available at: www.proxyvote.com

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    | Proxy Statement Summary Information | 1 | | Corporate Governance at IREN | 5 | | Executive Compensation | 12 | | Compensation Discussion and Analysis | 12 | | Summary Compensation Table | 31 | | Pay Versus Performance | 39 | | Security Ownership of Certain Beneficial Owners and Management | 43 | | Description of Non-Voting Matters | 45 | | Description of Proposals | 46 | | Proposal 1: Approve an amendment to IREN’s constitution to align the quorum requirement to conduct shareholder meetings with Nasdaq rules | 46 | | Proposal 2: Approve an amendment to IREN’s constitution to provide for director elections at each annual general meeting | 48 | | Proposal 3: Approve an amendment to IREN’s constitution to add a forum selection provision | 51 | | Proposal 4: Approve an amendment to IREN’s constitution to update the advance notice provisions for universal proxies | 53 | | Proposal 5: Approve amendments to IREN’s constitution to implement miscellaneous changes | 55 | | Proposal 6: Approve IREN’s 2025 Omnibus Incentive Plan | 57 | | Proposal 7: Approve the repurchase by IREN of its ordinary shares pursuant to the Prepaid Forward Transactions | 64 | | Proposal 8: Approve the repurchase by IREN of its ordinary shares pursuant to the Capped Call Transactions | 66 | | Proposal 9: Approve an advisory vote on executive compensation (the “say-on-pay” vote) | 68 | | Proposal 10: Approve an advisory vote on the frequency of future advisory votes on executive compensation | 70 | | Audit and Risk Committee Matters | 72 | | Report of the Audit and Risk Committee | 73 | | General Information About the Annual General Meeting | 74 |

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    Appendix A: Non-GAAP Financial Measures Appendix B: Amendments to the Constitution Appendix C: Omnibus Incentive Plan Proxy Statement Summary Information The following summary provides general information about IREN, and highlights information contained elsewhere in this proxy statement (“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 Annual Report for the fiscal year ended June 30, 2025 (the “2025 Annual Report”). The 2025 Annual Report accompanies this Proxy Statement and has been submitted with the U.S. Securities and Exchange Commission (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 of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies and trends we expect to affect our business. 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. 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 note and the related proxy 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 and assumptions 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 annual report on Form 10-K for the fiscal year ended June 30, 2025 (the “2025 Annual Report on Form 10-K”) and our subsequent SEC filings. Forward-looking statements speak only as of the date on which they were made. 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 plan to ‎publicly update or revise any forward-looking statements, whether as a result of any new information, future ‎events, changed circumstances or otherwise. 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, 2025: (i) the annual financial report prepared under Chapter 2M of the Corporations Act 2001 (Australia) (the “Corporations Act”) for IREN and its controlled entities (the “Financial Report”); (ii) the annual directors’ report prepared under Chapter 2M of the Corporations Act for IREN and its controlled entities (the “Directors’ Report”); and (iii) the Australian statutory auditor’s report prepared by IREN’s Australian statutory auditor for IREN and its controlled entities (the “Auditor’s Report”). 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:

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    | Proposal | Board’s Recommendation | | Proposal 1: Approve an amendment to IREN’s constitution to align the quorum requirement to conduct shareholder meetings with Nasdaq rules | FOR | | Proposal 2: Approve an amendment to IREN’s constitution to provide for director elections at each annual general meeting | FOR | | Proposal 3: Approve an amendment to IREN’s constitution to add a forum selection provision | FOR | | Proposal 4: Approve an amendment to IREN’s constitution to update the advance notice provisions for universal proxies | FOR | | Proposal 5: Approve amendments to IREN’s constitution to implement miscellaneous changes | FOR | | Proposal 6: Approve IREN’s 2025 Omnibus Incentive Plan (as defined in this Proxy Statement) | FOR | | Proposal 7: Approve the repurchase by IREN of its ordinary shares pursuant to the Prepaid Forward Transactions (as defined in this Proxy Statement) | FOR | | Proposal 8: Approve the repurchase by IREN of its ordinary shares pursuant to the Capped Call Transactions (as defined in this Proxy Statement) | FOR | | Proposal 9: Approve an advisory vote on executive compensation (the “say-on-pay” vote) | FOR | | Proposal 10: Approve an advisory vote on the frequency of future advisory votes on executive compensation | EVERY YEAR |

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    About IREN We are a leading developer, owner and operator of next-generation data centers powering the future of Bitcoin, AI and beyond utilizing 100% renewable energy (whether from clean or renewable energy sources or through the purchase of renewable energy certificates (“RECs”)). Our data centers are purpose-built for power dense computing applications and today support a combination of graphics processing units (“GPUs”) for high-performance computing and artificial intelligence (“AI”) and Application Specific Integrated Circuits (“ASICs”) for Bitcoin mining. Our Bitcoin mining operations generate revenue by earning Bitcoin through a combination of block rewards and transaction fees from the operation of our ASICs and exchanging these Bitcoin for fiat currencies such as USD or CAD. Our high-performance computing and AI services include ‘AI cloud services’, being platforms that provide access to AI capabilities through cloud-based infrastructure (“AI Cloud Services”). Consolidated Financial Performance ($ in thousands, other than per share amounts)

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    | | 2025 | 2024 | | Revenue | $501,023 | $187,192 | | Net income | $86,941 | $(28,920) | | Adjusted EBITDA(1) | $269,672 | $54,427 | | EBITDA(1) | $278,178 | $19,270 | | Earnings (loss) per common share (basic) | $0.41 | $(0.29) |

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    | (1) Non-GAAP financial measure. See Appendix A for a reconciliation to the nearest GAAP financial measure. |

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    Overview of 2025 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:

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    | • | provide a total compensation program that takes into consideration competitive market requirements and strategic business needs; |

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    | • | motivate and reward executives to drive and achieve IREN’s goal of increasing shareholder value; |

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    | • | align total compensation levels with those paid by industry leaders of comparable financial size and complexity, including industry-specific and size-appropriate peer group for benchmarking compensation; and |

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    | • | allocate incentives for the achievement of short-term and long-term objectives, without motivating executives to take excessive risk. |

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    Executive remuneration comprises a combination of:

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    | • | Fixed Remuneration: Base salary and statutory benefits, reflecting the scope and complexity of the role, individual experience, and market benchmarks; |

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    | • | Short-Term Incentives: Performance-based incentives based on annual financial and operational targets, as well as individual performance; and |

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    | • | Long-Term Incentives: Equity-based awards designed to promote long-term value creation and align executive interests with shareholder returns. These awards typically vest over multiple years and are subject to continued service and/or performance hurdles. |

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    IREN’s board of directors (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 of the Board (the “Compensation Committee”) is responsible for recommending the 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:

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    | • | performance evaluations at both individual and group levels; |

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    | • | consideration of tenure and leadership contribution; |

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    | • | external benchmarking against peer companies and industry norms; and |

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    | • | regulatory compliance and governance best practices. |

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    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 of Directors and Executive Officers The table below presents information for each of the directors, each of whom have been appointed by the Board and are not being voted on at the AGM. IREN believes that each of the below directors possess the qualifications to serve as a member of the Board. The table below also presents our executive officers.

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    | Name | Age | Committee Roles | Position | Year First Appointed to Board | | Independent Non-Executive Directors | | | | | | David Bartholomew | 64 | Audit and Risk Committee Compensation Committee (Chair) | Chair | 2021 | | Michael Alfred | 44 | Audit and Risk Committee Compensation Committee | Director | 2021 | | Christopher Guzowski | 40 | Audit and Risk Committee Compensation Committee | Director | 2019 | | Sunita Parasuraman | 52 | Audit and Risk Committee (Chair) Compensation Committee | Director | 2023 | | Executive Officers and Directors | | | | | | Daniel Roberts | 41 | N/A | Director and Co-Chief Executive Officer | 2018 | | William Roberts | 35 | N/A | Director and Co-Chief Executive Officer | 2018 | | Belinda Nucifora(1) | 52 | N/A | Former Chief Financial Officer | N/A | | Anthony Lewis(1) | 49 | N/A | Chief Financial Officer | N/A |

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    | (1) On September 8, 2025, IREN announced the appointment of Anthony Lewis as Chief Financial Officer to replace Belinda Nucifora, who ceased employment with IREN effective as of such date. |

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    David Bartholomew has served as the chair of the Board (the “Chair”) 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, Interlink Roads, Statewide Roads, Epic Energy, Sydney Light Rail, Port of Geelong, various forestry companies and Nextgen Networks. 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 PricewaterhouseCoopers 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 has served on the boards of Crestone Group, LLC, a national artisan bakery, since March 2015, 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. 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 the IIT Bombay Heritage Foundation, where she is Chair of the Nomination & Governance Committee and member of its 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 guidance to the Board on financial and operational matters.

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    Daniel Roberts is a Co-Founder, Co-Chief Executive Officer and director of IREN. Mr. Roberts has over 20 years’ experience in the finance, infrastructure and renewables industries. Mr. Roberts co-founded IREN in 2018 with the vision of building one of the world’s leading infrastructure platforms for sustainable computing, leveraging his deep expertise across energy and capital markets. Prior to founding IREN, Mr. Roberts was an Executive Director and the second largest individual shareholder of Palisade Investment Partners, a specialist infrastructure fund manager. He previously held roles at Macquarie Group and PricewaterhouseCoopers in London and Sydney. Mr. Roberts currently serves on the board of JOLT, a BlackRock-backed EV charging business, where he is also the second largest individual shareholder. He has previously served on the boards of entities across the energy and infrastructure sectors, including Northern Territory Airports, Sunshine Coast Airport, Granville Harbour Wind Farm, Ross River Solar Farm, ANZ Terminals and the Tasmanian Gas Pipeline. He holds a Bachelor of Business from the University of Technology Sydney and a Master of Finance (Dean’s List) from INSEAD Business School. Mr. Roberts is the brother of William Roberts, who also serves as a Co-Chief Executive Officer of IREN. Mr. Roberts brings to the Board significant experience in finance, infrastructure and renewables, together with his background in finance and investment, providing leadership to IREN and guiding strategic plans. William Roberts is a Co-Founder, Co-Chief Executive Officer and director of IREN. Mr. Roberts has over 14 years’ experience in finance, real assets and commodities markets, including debt financing and principal investment across resources mining projects, as well as managing foreign exchange and commodity price risks. Prior to founding IREN, Mr. Roberts worked across accounting and banking, resources, commodities and real assets at Macquarie Group, Westpac and Brookfield Multiplex. At Macquarie Group, he co-founded the newly established Digital Assets team. Mr. Roberts holds a Bachelor of Business (Distinction) from the University of Technology Sydney. Mr. Roberts is the brother of Daniel Roberts, who also serves as a Co-Chief Executive Officer of IREN. Mr. Roberts’ experience in finance and real assets, as well as his background in resources, enable him to help guide the Board on strategic decisions. Belinda Nucifora was the Chief Financial Officer of IREN from May 2022 until September 2025. Ms. Nucifora is a Chartered Accountant and experienced Chief Financial Officer with more than 25 years’ experience in the financial services and alternative asset management industries. She has previously held chief financial officer and senior finance roles in both listed and private companies, including Merrill Lynch, Alinta Energy, Challenger, Travelex, Slater & Gordon and Laser Clinics Australia. She has deep experience in financial and strategic business leadership, including leadership of successful growth companies both organically and through M&A activity. Ms. Nucifora holds a Bachelor of Commerce degree and a Bachelor of Economics degree from the University of Queensland, Brisbane, Australia, and is a Graduate of the Australian Institute of Company Directors. Ms. Nucifora ceased employment with IREN effective September 8, 2025. 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. Anthony 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. Anthony 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. 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). The exact number of members on the Board may be modified from time to time by special resolution of our shareholders in a general meeting, subject to the terms of the constitution of IREN (the “Constitution”). Our directors are currently not subject to a term of office and will hold office until their successors have been duly elected and qualified or until the earlier of their respective death, resignation, disqualification, or removal. As described in more detail in Proposal 2, the Board has unanimously approved, adopted and declared advisable certain amendments to the Constitution to provide for the election of directors other than Founder Directors (as defined herein) to the Board at each annual general meeting. The summary of the composition of the Board reflects the Constitution as currently in effect, and does not reflect any of the amendments to the Constitution proposed in Proposal 2 or any of the other proposals described herein. Director Independence Under the listing requirements and rules of the Nasdaq Stock Market LLC (“Nasdaq”), we are required to have a majority of independent directors on the Board, and our audit and risk committee of the Board (“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 is “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

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    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 will participate in the consideration and recommendation of director nominees are David Bartholomew, Christopher Guzowski, Michael Alfred and Sunita Parasuraman. 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 the 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; understanding of and experience in digital asset mining, high-performance computing and AI Cloud Services, technology, infrastructure, finance and marketing; senior leadership experience; and international experience. 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 of director roles. The combination or separation of the chief executive officer and chair of the board of director roles is and will be driven by IREN’s governance and leadership needs at any point in time. At this time, IREN has two chief executive officers, Daniel Roberts and William Roberts (the “Co-Chief Executive Officers”), 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 of Directors’ Role in Risk Oversight The Board oversees 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 periodically to the Board and Audit and Risk Committee on risk management activities, including cybersecurity. The Board has delegated to the Audit and Risk Committee oversight of its risk management process, and our other Board committees also consider risks related to the performance of their 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. 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. During the fiscal year ended June 30, 2025, 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. Five directors on the Board at the time of our 2024 annual general meeting of shareholders 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 Board approved the establishment of the Audit and Risk Committee on November 13, 2021, which operates under a charter, a copy of which is available on our website. The Audit and Risk Committee consists of Sunita Parasuraman (Chair), David Bartholomew, Christopher Guzowski and Michael Alfred. During the fiscal year ended June 30, 2025, 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 our financial statements of IREN and its wholly owned subsidiaries and reports 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. 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 different from the general test for independence of board and committee 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 rules of the SEC and the Nasdaq corporate governance rules. 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

  31. Sydney, NSW Australia 2000

    The Board approved the establishment of the Compensation Committee on April 11, 2024, which operates under a charter, a copy of which is available on our website. The Compensation Committee consists of David Bartholomew (Chair), Michael Alfred, Christopher Guzowski and Sunita Parasuraman. During the fiscal year ended June 30, 2025, the Compensation Committee held three 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 arrangement. 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, Frederic W. Cook & Co., Inc. (“FW Cook”), which provides 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. Corporate Governance Guidelines and Code of Business Conduct and Ethics We have adopted corporate governance guidelines (“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 a code of business conduct and ethics (“Code of Business Conduct and Ethics”) that 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 iren.com/investors/governance. 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 of IREN (“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 AGM@iren.com Related Party Transactions Other than the compensation arrangements, which are described below under the caption “Executive Compensation,” since July 1, 2024 through the date of this Proxy Statement, we did not enter into any related transactions with any related parties as defined in IREN’s written related party transactions policy adopted by the Board (the “Related Party Transactions Policy”) 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. 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 terms no 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 Compensation Discussion and Analysis (“CD&A”) describes our compensation approach and programs for our named executive officers (“NEOs”). Our NEOs for the fiscal year ended June 30, 2025 (“Fiscal 2025”) are:

  32. Sydney, NSW Australia 2000

    | NEO | Title | | William Roberts | Co-Chief Executive Officer | | Daniel Roberts | Co-Chief Executive Officer | | Belinda Nucifora | Former Chief Financial Officer(1) |

  33. Sydney, NSW Australia 2000

    | (1) Effective September 8, 2025, Ms. Nucifora ceased employment with IREN and Anthony Lewis was appointed as Chief Financial Officer of IREN. |

  34. Sydney, NSW Australia 2000

    Our Executive Compensation Guiding Principles We design our executive compensation program to attract, retain and motivate high-caliber executives, and to drive the creation of long-term shareholder value. Our program is guided by the following principles:

  35. Sydney, NSW Australia 2000

    | • | Pay for Performance: Pay is highly variable, with 93% of target annual pay of our Co-Chief Executive Officers and 66% of Ms. Nucifora’s target annual pay being variable, or at risk, for Fiscal 2025. At-risk compensation (a) includes short-term annual cash bonuses and both time-based and performance-based equity awards and (b) excludes any one-time equity awards or modifications. Our equity awards are dependent on our share price performance with our performance-based restricted stock units (“PRSUs”) also requiring rigorous share price growth achievement to be earned. |

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    | • | Competitive Compensation Opportunity: Given the unique skillset required to run our company, we measure compensation competitiveness against a group of peers to inform compensation quantum and plan design. We also weigh internal considerations like performance, experience and time in role when making compensation decisions. |

  37. Sydney, NSW Australia 2000

    | • | Long-Term Incentive Compensation Mix: In Fiscal 2025, for our Co-Chief Executive Officers, the compensation mix under our annual long-term equity incentive program was 67% PRSUs and 33% time-based restricted stock units (“TRSUs”). This mix is reflective of our annual grants and excludes any one-time awards or modifications. For our other executives, including Ms. Nucifora, we use a mix of 67% TRSUs and 33% PRSUs. |

  38. Sydney, NSW Australia 2000

    Our Business IREN is a leading developer, owner, and operator of next-generation data centers powering the future of Bitcoin, AI and beyond utilizing 100% renewable energy including through the purchase of RECs. Strategically located in renewable-rich, fiber-connected regions across the U.S. and Canada, IREN’s large-scale, grid-connected facilities are purpose-built for the next generation of high-performance computing applications.

  39. Sydney, NSW Australia 2000

    | • | Power and land portfolio: 2,910MW of grid-connected power secured across >2,000 acres in the U.S. and Canada, with an additional multi-gigawatt development pipeline. |

  40. Sydney, NSW Australia 2000

    | • | Next-generation data centers: 810MW of operating data centers underpinning three verticals: Bitcoin mining, AI Cloud Services and AI data centers (described below). |

  41. Sydney, NSW Australia 2000

    | • | AI data centers: end-to-end design, construction and operation of data center infrastructure tailored for AI workloads. |

  42. Sydney, NSW Australia 2000

    | • | Bitcoin mining: one of the world’s largest and lowest-cost Bitcoin producers with 50 exahashes per second (“EH/s”) of installed self-mining capacity. |

  43. Sydney, NSW Australia 2000

    | • | AI Cloud Services: delivering high-performance cloud compute to AI customers with next-generation NVIDIA GPUs. |

  44. Sydney, NSW Australia 2000

    Fiscal 2025 Performance Highlights Fiscal 2025 was a record-setting year for IREN, both operationally and financially. Operationally, IREN delivered strong execution against its strategic priorities, reinforcing its position as a leader in high-performance computing and strengthening its foundation for long-term growth. Key operational achievements include:

  45. Sydney, NSW Australia 2000

    | • | Increased contracted, grid-connected power capacity 35% year-over-year to 2,910MW, and grew operational data center capacity 212% year-over-year to 810MW. |

  46. Sydney, NSW Australia 2000

    | • | Achieved its fiscal year-end target of 50 EH/s, a 400% increase year-over-year, establishing IREN as one of the world’s leading low-cost Bitcoin producers. |

  47. Sydney, NSW Australia 2000

    | • | Scaled AI Cloud Services capacity 132% year-over-year to approximately 1,900 NVIDIA GPUs, and prepared IREN for further potential expansion to over 10,000 NVIDIA GPUs in the fiscal year ending June 30, 2026 (“Fiscal 2026”), supported by GPU financing. |

  48. Sydney, NSW Australia 2000

    These achievements reflect the strength of IREN’s in-house technology, development, procurement, and construction teams, and demonstrate IREN’s ability to deliver large-scale infrastructure at speed across multiple markets. Looking ahead, IREN is advancing several major projects that underpin the next phase of growth. This includes GPU fleet expansion at Prince George, where construction is underway for a liquid-cooled data center to support more than 4,500 NVIDIA GB300s. Across IREN’s sites in British Columbia, 160MW provides the potential to support more than 60,000 Blackwell GPUs. In addition, Horizon 1 and Horizon 2 at Childress, along with IREN’s flagship 2GW Sweetwater Hub, represent some of the largest data center developments in the sector. These developments provide flexible pathways to monetize demand across the AI infrastructure stack, spanning powered shells, turnkey colocation and cloud services. Taken together, the expanded power pipeline, rapid AI capacity build-out, and disciplined financing strategy establish a clear path toward sustainable, diversified growth and long-term shareholder value creation. This operational momentum has directly translated into strong financial outcomes, with IREN delivering record results in fiscal 2025, including:

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    | • | 168% increase in revenue year-over-year to $501m |

  50. Sydney, NSW Australia 2000

    | • | +$116m increase in net income year-over-year to $87m |

  51. Sydney, NSW Australia 2000

    | • | 1,344% increase in EBITDA year-over-year to $278m |

  52. Sydney, NSW Australia 2000

    | • | 395% increase in Adjusted EBITDA year-over-year to $270m |

  53. Sydney, NSW Australia 2000

    EBITDA and Adjusted EBITDA are non-GAAP financial metrics. Definitions of each non-GAAP measure and a reconciliation of each non-GAAP financial measure with the most comparable GAAP measure are set forth in Appendix A. The following charts summarize IREN’s outperformance vs. our direct Bitcoin mining competitors in terms of total shareholder return (“TSR”) over one- and three-year periods and revenue growth over one- and two-year periods. Total shareholder return for the applicable periods is measured through the end of IREN’s fiscal year 2025 (i.e., for the periods of July 1, 2024 to June 30, 2025 and July 1, 2022 to June 30, 2025, respectively) based on the closing share price of IREN and its competitors as of June 30 in each applicable period. On June 30, 2025 IREN’s closing share price was $14.57. 1-year and 2-year revenue growth is measured for the 12 and 24-month periods ended June 30, 2025, respectively, and derived from the most recent publicly available financial reports of each company.

  54. Fiscal 2025 Executive Compensation Practices

    | Compensation Practice | Description | | At-Risk Compensation | Nearly all of our NEO compensation is tied to either short- or long-term IREN performance. In Fiscal 2025, 93% of our Co-Chief Executive Officers’ total target compensation was at risk compensation (Ms. Nucifora’s was 66% at risk). At-risk compensation (a) includes short-term annual cash bonuses and both time-based and performance-based equity awards and (b) excludes any one-time equity awards or modifications. | | Incentive Metrics | A large portion of our NEOs’ Fiscal 2025 compensation was tied to both relative TSR and share price hurdles set at challenging levels by the Compensation Committee to promote proper alignment with shareholders. These metrics are regularly reviewed by the Compensation Committee and are directly aligned with shareholder value creation. | | Risk Assessment of Compensation Programs | The Compensation Committee periodically reviews whether risks arising from IREN’s compensation policies and practices are reasonably likely to have a material adverse effect on IREN. | | Clawback Policy | In addition to the recoupment of certain incentive-based compensation that may be erroneously awarded to a current or former NEO or other executive officer in the event of a financial restatement in accordance with Nasdaq listing requirements, the IREN Limited Short-Term Incentive Plan (the “STIP”) and the IREN Limited 2023 Long-Term Incentive Plan (the “2023 LTIP”) also allow the Board to recover outstanding time-based and performance-based vesting awards due to misconduct. | | Long-Term Vesting Requirements | Equity awards granted to our executives, including our NEOs, typically vest at least over a three-year period (and in some cases, six years) following the date of grant, which is consistent with current market practice and our executive retention objectives. Our Retention Grants (as defined below) vest over a six-year period. In certain circumstances, the vesting period may be shortened. | | Annual Executive Compensation Review | The Compensation Committee conducts an annual review of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes. | | Independent Compensation Consultant | The Compensation Committee has retained a compensation consultant whose relationship with IREN was confirmed to be independent for Fiscal 2025. |

  55. Fiscal 2025 Executive Compensation Practices

    Compensation at Risk The Compensation Committee believes that most of the compensation for our NEOs should be at risk and tied to a combination of short- and long-term IREN performance. 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 2025. These charts exclude any one-time equity awards or modifications. 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 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:

  56. Fiscal 2025 Executive Compensation Practices

    | What We Do | What We Do Not Do | | Emphasis on pay for performance | No excise tax gross up payments to any of our executive officers upon a change in control | | Significant portion of executive compensation at risk | No compensatory plans that encourage excessive risk taking | | Engagement of an independent compensation consultant to advise our Compensation Committee | No material executive perquisites or benefits | | Use of an industry-specific and size-appropriate peer group for benchmarking compensation | No defined benefit pension arrangements, retirement plans, or nonqualified deferred compensation plan or arrangements for our executives, including our NEOs | | Emphasis on the use of equity compensation to reward long-term value creation and promote retention | No repricing of stock options | | Maintain an insider trading policy (the “Insider Trading Policy”), which governs the purchase, sale and other dispositions of IREN securities by our employees, including our NEOs and directors | No timing of grant dates of any equity awards in coordination with our release of material nonpublic information | | Risk assessment of compensation programs | No employment agreements for Co-Chief Executive Officers |

  57. Fiscal 2025 Executive Compensation Practices

    | • | attract, retain and motivate high-caliber executive officers by providing a total compensation program that takes into consideration competitive market requirements and strategic business needs; |

  58. Fiscal 2025 Executive Compensation Practices

    | • | align total compensation levels with those paid by industry leaders of comparable financial size and complexity, including an industry-specific and size-appropriate peer group for benchmarking compensation; |

  59. Fiscal 2025 Executive Compensation Practices

    | • | position target total compensation opportunity to align with the financial positioning of IREN relative to the Compensation Peer Group (as defined in the section below); and |

  60. Fiscal 2025 Executive Compensation Practices

    | • | allocate incentives for the achievement of short-term and long-term objectives, without motivating executives to take excessive risk. |

  61. Role of Compensation Consultant

    Role of Compensation Consultant Our Compensation Committee retained FW Cook as its independent compensation consultant for Fiscal 2025 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.

  62. Compensation Peer Group

    Compensation Peer Group The Compensation Committee uses a compensation peer group to compare and review the compensation paid to our NEOs against the competitive market and inform our compensation program design (the “Compensation Peer Group”). This Compensation Peer Group consists of companies of comparable size and scope of operations, with which we are likely to compete for business, executive talent and investment dollars. In determining the appropriate composition of the Compensation Peer Group, the Compensation Committee considers the following criteria:

  63. Compensation Peer Group

    | • | company type: publicly-traded; |

  64. Compensation Peer Group

    | • | financial size: as measured by revenue and market capitalization; and |

  65. Compensation Peer Group

    | • | industry category: application and system software companies with a cryptocurrency-focus and other industries with related lines of business including data centers. |

  66. Compensation Peer Group

    Based on the selection criteria, the following Compensation Peer Group was considered for purposes of setting Fiscal 2025 executive compensation:

  67. Compensation Peer Group

    | Compensation Peer Group | | | | Bitfarms [BITF](1) | CoreWeave [CRWV](1) | MARA Holdings [MARA] | | Cipher Mining [CIFR] | DigitalOcean [DOCN] | Riot Platforms [RIOT] | | CleanSpark [CLSK] | Galaxy Digital [GLXY] | TeraWulf [WULF] | | Core Scientific [CORZ](1) | Hut 8 [HUT] | |

  68. Compensation Peer Group

    | (1) In April 2025, due to IREN’s revenue growth, the Compensation Committee approved the removal of Bitfarms and the addition of Core Scientific and CoreWeave. |

  69. Compensation Peer Group

    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 2025.

  70. Short-Term Cash Incentive Compensation

    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 2025, the bonus targets (expressed as a percentage of base salary) for our NEOs were as follows:

  71. Short-Term Cash Incentive Compensation

    | NEO | Target STIP Award (% of Salary) | Target STIP Value(1) | | William Roberts | 100% | $984,000 | | Daniel Roberts | 100% | $984,000 | | Belinda Nucifora(2) | 80% | $258,144 |

  72. Short-Term Cash Incentive Compensation

    | (1) Base salary includes Superannuation to calculate target STIP ($19,650 for Messrs. W. Roberts and D. Roberts and $19,317 for Ms. Nucifora). |

  73. Short-Term Cash Incentive Compensation

    | (2) Ms. Nucifora was paid in Australian Dollars (AUD). U.S. Dollar (USD) amounts in this Proxy Statement with respect to Ms. Nucifora have been converted from AUD at a rate of 0.6454 USD to one AUD. The exchange rate represents the 12-month average exchange rate during Fiscal 2025. |

  74. Short-Term Cash Incentive Compensation

    Under the STIP, bonus payments were based on achievement of key performance indicators (“KPIs”) established by our Board. 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. Our Fiscal 2025 STIP was measured against the following four KPIs:

  75. Short-Term Cash Incentive Compensation

    | • | “Safety KPI”: IREN considers that safety should be a key focus for all functions including workplace incident reduction, compliance with safety standards, reporting and training. This KPI promotes accountability, fosters a safety-first culture and aims to minimize risks to our employees and third parties. This KPI encourages effective safety risk management, proactive reporting, hazard identification, and continuous improvement in health and safety practices. By linking employee wellbeing to operational outcomes, this KPI is designed to support sustainable performance, reduce costs from accidents and enhances IREN’s reputation as a safe workplace. |

  76. Short-Term Cash Incentive Compensation

    | • | “Operations Scorecard KPI”: This KPI is measured against IREN’s operations scorecard, which measures performance against the following goals: safety, health and environment, growth, operations and demand response. This KPI 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. |

  77. Short-Term Cash Incentive Compensation

    | • | “Group Performance KPI”: IREN believes that each employee can contribute to the performance of the group as a whole. This KPI provides the clear goal for cost efficiency and growth outcomes for all STIP participants, emphasizing that IREN’s overall performance reflects the quality of decision-making across all |

  78. Short-Term Cash Incentive Compensation

    business units. This KPI combines 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. This KPI ultimately links collective performance to organizational success.

  79. Short-Term Cash Incentive Compensation

    | • | “Individual Performance KPI”: This KPI evaluates both quantitative outputs, such as sales targets, project milestones, or task completion rates, and qualitative contributions like teamwork, innovation, and adherence to IREN values. It provides insight into an individual’s productivity, reliability, and impact on organizational success. This KPI is designed to drive accountability, personal development, and alignment between individual efforts and IREN’s strategic goals. |

  80. Short-Term Cash Incentive Compensation

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

  81. Operations Scorecard KPI

    Operations Scorecard KPI To assess the performance of IREN’s NEOs against the Operations Scorecard KPI for the Fiscal 2025 STIP, the following was considered:

  82. Individual Performance

    | NEO | Target STIP Value(1) | Percentage of Target Earned | Total Fiscal 2025 STIP Award | | William Roberts | $984,000 | 200% | $1,968,000 | | Daniel Roberts | $984,000 | 200% | $1,968,000 | | Belinda Nucifora(2) | $258,144 | 150% | $387,216 |

  83. Individual Performance

    | (1) Target STIP values are set based on each NEO’s total annual remuneration, i.e., base salary plus Superannuation contributions. |

  84. Long-Term Equity Incentive Compensation

    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 2025, IREN granted annual equity awards in the form of PRSUs (the “2025 Annual PRSUs”) and TRSUs (the “2025 Annual TRSUs”) to our NEOs under the 2023 LTIP (the “2025 Annual Grants”). For our Co-Chief Executive Officers, the 2025 Annual Grants were allocated 66.7% to 2025 Annual PRSUs and 33.3% to 2025 Annual TRSUs. This increased weighting in PRSUs reinforces our pay-for-performance philosophy and supports the long-term interest of our shareholders. For Ms. Nucifora, the 2025 Annual Grants were allocated 66.6% to 2025 Annual TRSUs and 33.4% to 2025 Annual PRSUs. The 2025 Annual Grant target long-term values are shown below for each NEO.

  85. Long-Term Equity Incentive Compensation

    | NEO | TRSUs Value | Target PRSUs Value | Total Fiscal 2025 Value | | William Roberts | $4,000,013 | $8,000,026 | $12,000,039 | | Daniel Roberts | $4,000,013 | $8,000,026 | $12,000,039 | | Belinda Nucifora(1)(2) | $218,620 | $54,821 | $273,441 |

  86. Long-Term Equity Incentive Compensation

    | (1) Ms. Nucifora was paid in Australian dollars (AUD). U.S. Dollar (USD) amounts in this Proxy Statement with respect to Ms. Nucifora have been converted from AUD at a rate of 0.6454 USD to one AUD. The exchange rate represents the 12-month average exchange rate during Fiscal 2025. |

  87. Long-Term Equity Incentive Compensation

    | (2) Represents the value of the PRSU award assuming achievement of the TSR performance metric at target. Ms. Nucifora is eligible to earn up to a maximum value of $109,641, representing a 33.4% allocation to Ms. Nucifora’s Annual PRSU, which is subject to 200% achievement of the TSR performance metric. |

  88. Fiscal 2025 Annual PRSUs – Ms. Nucifora

    Fiscal 2025 Annual PRSUs – Ms. Nucifora For employees other than our Co-Chief Executive Officers, including Ms. Nucifora, the 2025 Annual PRSUs vest based on IREN’s achievement of relative TSR performance goals during the three-year performance period from July 1, 2024 through June 30, 2027 (the “Performance Period”). The 2025 Annual PRSUs are earned, if at all, based on IREN’s cumulative TSR compared to the performance of the Nasdaq US Small Cap Index (“NQUSS Index”) over the Performance Period. Relative TSR was selected as the metric based on its clear alignment with shareholder value creation. The relative TSR performance goals are as follows:

  89. Fiscal 2025 Annual PRSUs – Ms. Nucifora

    | | IREN TSR Performance | Payout (as a % of Target) | | Maximum | ≥ 40% above NQUSS Index | 200% | | Target | Equal to NQUSS Index | 100% | | Threshold | 40% below NQUSS Index | 50% | | Below Threshold | < 40% below NQUSS Index | 0% |

  90. Fiscal 2025 Annual PRSUs – Ms. Nucifora

    Payout for performance between levels (threshold, target, maximum) is determined based on linear interpolation. No 2025 Annual PRSUs will vest if the threshold performance hurdle 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 2025 Annual PRSUs that can vest is limited to the target performance level set forth in the table above. Outperformance Grants – Co-Chief Executive Officers Over the past year, IREN delivered strong execution against its strategic priorities, reinforcing its position as a leader in high-performance computing and strengthening its foundation for long-term growth. Key operational achievements include:

  91. Fiscal 2025 Annual PRSUs – Ms. Nucifora

    These achievements reflect the strength of IREN’s in-house technology, development, procurement, and construction teams, and demonstrate IREN’s ability to deliver large-scale infrastructure at speed across multiple markets. To incentivize the Co-Chief Executive Officers to continue delivering strong performance and create significant shareholder value, the Board approved the grant of outperformance awards in May 2025 in the form of 2,400,000 TRSUs to each Co-Chief Executive Officer (the “Outperformance TRSUs”) which vest in two separate tranches over one year. The Outperformance TRSUs are intended to balance the Retention Grants (as described below), which have a six-year vesting requirement, with the PRSUs tied to rigorous share price hurdles. Retention Grants – NEOs Following a review of typical retention structures performed by the Compensation Committee, the non-employee directors of the Board determined it was in the best interests of IREN and its shareholders to approve an additional long-term equity grant in the form of PRSUs and TRSUs to IREN’s senior leadership team, including the Co-Chief Executive Officers and Ms. Nucifora (the “Retention Grants”) that would vest over a period of six years and rigorous share price hurdles. The Compensation Committee determined that the retention of our senior leadership team was critical to continued growth and success, including as IREN embarks on its expansion in high-performance computing and AI Cloud Services. In deciding to award the Retention Grants, the Compensation Committee consulted with its independent compensation consultant on the design of the Retention Grants and considered several factors, including market data on the vesting terms, goals, and goal rigor in similar scenarios. The Board also considered the importance of extending a consistent long-term retention and performance-alignment structure to the senior leadership team. Following the Compensation Committee’s recommendation, the Board approved awarding the Retention Grants to certain executives, including the NEOs. The Retention Grants are shown below for each NEO.

  92. Fiscal 2025 Annual PRSUs – Ms. Nucifora

    For the PRSU portion of the Retention Grants to vest, share price hurdles must be achieved within six years (by June 23, 2031) subject to continued employment on the date the applicable share price hurdle is achieved. The TRSU portion of the Retention Grants vest ratably over six years through to 23 June 2031 (i.e., considerably longer vesting period relative to market practice to enhance retentive effect), subject to the NEOs’ continued employment with us through each applicable vesting date.

  93. Fiscal 2023 PRSUs

    | Performance Level Relative to the Peer Group | Percentage of PRSUs Vesting | | 75th Percentile and above | 100% | | Between the 50th and 75th Percentiles | Pro rata straight line basis between 50% and 100% | | 50th Percentile | 50% | | Below the 50th Percentile | 0% |

  94. Award Modifications in Fiscal 2025

    Award Modifications in Fiscal 2025 In May 2025, in recognition of IREN’s and the Co-Chief Executive Officers’ extraordinary performance and in order to better align incentives with actual results delivered and to support the retention of the Co-Chief Executive Officers, the Board approved modifications to a portion of the outstanding 2025 Annual PRSUs as well as certain PRSUs awarded in July 2022 (together, the “Modified PRSUs”). Specifically, the Board amended the vesting conditions so that the Modified PRSUs will vest solely on a time-based schedule, subject to the Co-Chief Executive Officers’ continued service through each applicable vesting date. The Modified PRSUs will vest fifty percent (50%) on each of November 18, 2025, and May 18, 2026. In determining to make such adjustments, the Board determined that, notwithstanding IREN’s extraordinary performance, the retentive value of these PRSUs had been significantly diminished due to market-wide structural factors and macroeconomic volatility Benefits and Perquisites Our NEOs do not receive material benefits or perquisites.

  95. Retirement Benefits

    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 (“Superannuation”). 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-Chief Executive Officers. Ms. Nucifora has entered into 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 has 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 termination of her employment, see the section “Potential Payments Upon Termination Or Change In Control” below. Tax and Accounting Implications

  96. Equity Award Grant Practices and Timing

    Equity Award Grant Practices and Timing We do not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on option award 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 option award grants, we have historically granted annual equity awards on a predetermined annual schedule. During Fiscal 2025, we did not grant any options 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 6-K that disclosed any material nonpublic information.

  97. Risk Management

    | Name and Principal Position | Year | Salary | Stock Awards(1)(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | William Roberts Co-Chief Executive Officer | 2025 | $964,350 | $69,695,744 | $1,968,000 | $19,650 | $72,647,744 | | | 2024 | $1,595,849 | $3,800,010 | $1,258,500 | $17,994 | $6,672,353 | | | 2023 | $2,426,711 | $3,800,000 | 529,229 | $16,936 | $6,772,876 | | Daniel Roberts Co-Chief Executive Officer | 2025 | $964,350 | $69,695,744 | $1,968,000 | $19,650 | $72,647,744 | | | 2024 | $1,595,849 | $3,800,010 | $1,258,500 | $17,994 | $6,672,353 | | | 2023 | $2,426,711 | $3,800,000 | 529,229 | $16,936 | $6,772,876 | | Belinda Nucifora(5) Former Chief Financial Officer | 2025 | $303,363 | $1,611,511 | $387,216 | $19,317 | $2,321,407 | | | 2024 | $287,397 | $310,861 | $305,391 | $17,994 | $921,643 | | | 2023 | $260,945 | $291,910 | $255,912 | $16,936 | $825,703 |

  98. Methodology for Identifying our “Median Employee”

    | Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | All Other Compensation | Total | | David Bartholomew | $112,780 | $202,509 | $7,220(3) | $322,509 | | Michael Alfred | $110,000(4) | $135,006 | - | $245,006 | | Christopher Guzowski | $60,000 | $135,006 | - | $195,006 | | Sunita Parasuraman | $80,000 | $135,006 | - | $215,006 |

  99. Methodology for Identifying our “Median Employee”

    | (3) Amounts reported in these columns represent compensation actually paid or “CAP”; adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for our Co-PEOs, and for the average of the Non-PEO NEO is set forth in the following table, which describes the adjustments, each of which is prescribed by the SEC rules, to calculate the CAP Amounts from SCT amounts. |