IREN Limited Ordinary Shares

Market position and competition · Competitive pressure and market share loss

Our operations, investment strategies and profitability may be adversely affected by competition from other methods of investing in digital assets or tracking digital asset markets. We compete with other users and/or companies that are mining Bitcoin and other digital assets and other potential financial vehicles that seek to provide exposure to digital asset prices.

Market position and competition · Market cyclicality and demand volatility

We generate a substantial majority of our revenue from the sale of Bitcoin through rewards and transaction fees received in exchange for contributing computational power to mining pools to validate transactions on the Bitcoin network. The prices that we receive for our Bitcoin depend on numerous market factors beyond our control. For example, the price of Bitcoin has fluctuated considerably during the fiscal year ended June 30, 2025 from a low of approximately $53,948 per Bitcoin in September, 2024 to a high of approximately $110,000 per Bitcoin in June 2025.

Innovation and product development · Intellectual property protection and infringement

Our ability to conduct our business in a profitable manner relies in part on our proprietary methods and designs, which we primarily protect as trade secrets. We rely upon trade secret and other intellectual property laws, physical and technological security measures and contractual commitments to protect our trade secrets and other intellectual property rights.

Customer and revenue · Customer concentration and key customer dependence

We have limited operating history for our HPC and AI services, and we currently generate a large portion of our HPC and AI services revenue from a small number of customers. We expect that a limited number of customers may continue to account for a high proportion of our HPC and AI services revenue in future. Further, while we aim to diversify our customer base, many of our HPC and AI customers are in their early stages and/or private companies, predominantly operating in the AI sector, that may have increased risk of insolvency, bankruptcy or other issues impacting their creditworthiness.

Industry regulation · Licensing and permits

Cancellation or withdrawal of required operating and other permits and licenses could materially impact our operations and financial performance. In each jurisdiction in which we operate, it is typical that we must obtain certain permits, approvals and/or licenses in order to construct and operate our facilities.

Tax and financial reporting · Internal controls and compliance programs

For example, as reported in the Annual Report on Form 20-F/A for the year ended June 30, 2025, management determined that the Company did not maintain an effective control environment, which lead to a material weakness in internal control over financial reporting that was subsequently remediated as of June 30, 2025.

Industry regulation · Regulatory compliance and changes

The regulatory environment regarding digital assets and digital asset mining is in flux, and we may become subject to changes to and/or additional laws and regulations that may limit our ability to operate. As digital assets have grown in both popularity and market size, the U.S. Congress and a number of U.S. federal and state agencies have been examining the operations of digital asset networks, digital asset users and the Digital Asset Markets.

Industry regulation · Energy grid operating standards

There are increased grid challenges associated with operating energy intensive infrastructure, which may result in new operational requirements being placed on our facilities, which could adversely affect our operating results and financial condition. ERCOT is pursuing voltage ride-through requirements as a way to increase grid reliability.

Tax and financial reporting · Audit and regulatory examinations

Bitcoin's status as a 'security' in any relevant jurisdiction is subject to a high degree of uncertainty and if we are unable to properly characterize Bitcoin, we may be subject to regulatory scrutiny, investigations, fines and other penalties, which may adversely affect our business, operating results and financial condition.

Technology infrastructure · Network connectivity and telecommunications

Any outage or limitation of the internet connection at our sites could materially impact our operations and financial performance. Our ability to validate and verify Bitcoin transactions, secure transaction blocks and add those to the Bitcoin network, either directly or through a mining pool, is dependent on our ability to connect to the Bitcoin network or mining pools through the internet.

Digital transformation and innovation · Technology obsolescence and evolution

Bitcoin miners, GPUs and other necessary equipment for our operations are subject to malfunction and obsolescence. For example, the Bitcoin mining industry has historically seen periodic improvements in the hardware technology used to mine Bitcoin. As a result, our current hardware will likely be superseded by more powerful technology, including ASICs with a materially higher hashrate (relative to power consumption), which would make Bitcoin mining with our current hardware less commercially viable.

Capital structure and performance · Financial performance volatility

Since our inception in 2018, our operating expenses in some historical periods have exceeded our revenue, and we have incurred significant operating losses and net losses as a result. While we achieved net income of $86.9 million for the fiscal year ended June 30, 2025, we have historically incurred net losses, including a net loss of $28.9 million and $171.8 million for the fiscal years ended June 30, 2024 and 2023, respectively.

International and currency · International operations and emerging markets

As we continue to expand and localize our international activities, our obligations to comply with the laws, rules, regulations and policies across a variety of jurisdictions will increase and we may be subject to investigations and enforcement actions by U.S. and non-U.S. regulators and governmental authorities.

Capital structure and performance · Financial reporting and accounting risks

The nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting standard setting bodies. There have been limited precedents for the financial accounting of digital assets and related valuation and revenue recognition, and no official guidance has been provided by the PCAOB or the SEC, as to Bitcoin miners.

Core operations · Facility damage and equipment failure

Any critical failure of key electrical or data center equipment may result in material impacts to our operations and financial performance. Certain key pieces of electrical or data center equipment may represent single points of failure for some or all of the power capacity at our operating sites.

Core operations · Operational disruption and business continuity

Our business may be subject to the physical risks of climate change, severe weather conditions and natural and man-made disasters, including earthquakes, fires, floods, hurricanes, tornadoes and severe storms (including impacts from rain, hail, snow, lightning and wind), as well as power outages and other industrial incidents, any of which could result in system failures, damage to equipment, power supply disruptions and other interruptions that could harm our business.

Core operations · Quality control and product defects

Serial defects in our ASICs, GPUs and other equipment may result in failure or underperformance relative to expectations and impact our operations and financial performance. Our operations contain certain items of equipment that have a high concentration from one manufacturer (for example, our ASICs and GPUs).

Reputation and brand · Esg environmental social governance performance

Failure to keep up with evolving trends, shareholder expectations and requirements relating to ESG issues or reporting could adversely impact our reputation, share price, demand for our securities and access to and cost of capital and expose us to liability.

Geopolitical and trade · International conflicts and tensions

The impact of geopolitical and economic events on the supply and demand for digital assets is uncertain. Geopolitical crises may motivate large-scale purchases of Bitcoin and other digital assets, which could increase the price of Bitcoin and other digital assets rapidly.

Economic and market conditions · Market volatility and financial crises

Bitcoin's utility may be perceived as a speculative asset, which can lead to price volatility. Currently, there is a relatively limited use of any digital assets (including Bitcoin) in the retail and commercial marketplace, contributing to price volatility of digital assets.