IREN 10-K & 10-Q changes, risk factors and insider trading

Our business has grown rapidly since our inception. Our business model, which was previously focused on monetizing our data center capacity through Bitcoin mining, has also significantly evolved, and we expect it to continue to do so in the future. 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 this transition by December 31, 2026.

Our business is capital intensive, we expect to continue to incur substantial capital expenditures to acquire, maintain, and upgrade our hardware over time, to acquire, construct and upgrade data center facilities, and to grow our business, and we may be unable to raise additional capital needed to fulfill our needs, grow our business, or achieve our goals.

We will need to raise a substantial and increasingly larger amount of additional capital in connection with the ongoing expansion and operation of our business, including to finance our business operations, meet existing or new hardware purchase commitments, replace hardware (such as GPUs) as it ages, acquire, develop, construct and upgrade data center facilities, and to respond to competitive pressures or unanticipated working capital requirements.

Furthermore, the rapid pace of technological advancements in GPU hardware presents a risk of hardware obsolescence. As newer and more efficient GPUs are continually developed, existing hardware may quickly become outdated, leading to reduced performance, compatibility issues with new software or systems, and potential difficulties in sourcing customers looking to utilize the hardware. As a result, we expect to incur capital expenditures in connection with the ongoing expansion and operation of our business, and to upgrade our hardware as our hardware ages, or becomes obsolete or outdated. These capital expenditures may be substantial, and in some cases may also be unexpected. If we do not generate sufficient revenue from customers of our AI Cloud Services, we may not realize the benefit of these capital expenditures. Further, if we seek to update our existing hardware in response to significant improvements in available hardware technology or to replace underperforming or malfunctioning hardware, such technology may not be available to us, available on commercially acceptable terms, successfully implemented in our operations or achieve the expected operational performance. If we fail, this will hinder the ability to maintain competitive performance in compute-intensive applications and may have significant adverse impact on our results of operations and may delay or prevent the timely completion of our growth strategies and anticipated increases in data center capacity.

Further, the price of new equipment and hardware required for the ongoing expansion and operation of our business, including GPUs, is subject to market fluctuations. Such fluctuations are influenced by factors including, supply and demand for such equipment. Current demand for NVIDIA GPUs and certain networking equipment far exceeds supply, impacting the price and availability of such hardware. As a result, the cost of new equipment has been and may in the future be unpredictable, and may also be significantly higher than our historical costs.

In addition, we will also need to raise additional capital to fund additional construction at existing or new sites, to develop new sites to increase our data center capacity, and to fund the purchase of additional equipment to increase our operating capacity, continue our development of AI Cloud Services and potentially expand into new markets. In particular, constructing data center facilities for AI Cloud Services requires significant capital expenditures when compared to capital expenditures for Bitcoin mining data center facilities, which was our prior focus. During the fiscal year ended June 30, 2026, we entered into GPU purchase agreements and customer contracts requiring substantial additional capital expenditures, and we expect our capital requirements to remain substantial as we deliver contracted AI Cloud Services capacity and continue to develop our site pipeline. We may experience difficulties with infrastructure development or modification, engineering, or design, which could in the future result in excessive capital expenditures and significant delays. Our efforts to construct and operate data centers may prove more expensive than we currently anticipate and may not result in increased revenue or profitability in the short term or at all.

We may seek to raise additional capital through offerings of debt, equity or equity-linked securities or other financing arrangements, which could adversely affect the market price of our Ordinary shares, dilute the economic and voting interests of our shareholders, rank senior to our Ordinary shares and subject us to terms that restrict our business operations, and such financing may not be available on favorable terms, if at all.

We have in the past and may continue to seek to raise additional capital through offerings of debt securities (including potentially convertible debt securities), which would rank senior to our Ordinary shares upon our bankruptcy or liquidation and which may be senior to our Ordinary shares for the purposes of dividend and liquidating distributions. An issuance of additional equity securities or securities with a right to convert into equity, such as convertible bonds or warrant bonds, could adversely affect the market price of our Ordinary shares and would dilute the economic and voting interests of shareholders. We may be required to accept terms that restrict our ability to incur additional indebtedness or to take other actions including terms that require us to maintain specified liquidity or other ratios that could otherwise not be in the interests of our shareholders. As the timing and nature of any future offering would depend on market conditions and other factors beyond our control, it is not possible to predict or estimate the amount, timing, or nature of future offerings.

We have in the past and may continue to also seek to raise additional capital through various equipment or asset-based financing or leasing arrangements, which would also rank senior to our Ordinary shares upon our bankruptcy or liquidation. Such structures may involve the use of special purpose vehicles, which may be structured to be non-recourse or limited recourse to the rest of the Group or may be supported by guarantees or other forms of credit support from the Company or other members of the Group. Such financing or leasing structures would expose us and the relevant borrower entities to a range of risks. In particular, the ability of the borrower or lessee in a limited recourse structure to satisfy obligations under any such financing or leasing arrangements may be adversely impacted by factors that impact the cash flow generated by the underlying assets, as well as other factors outside our control. For example, in the case of financing or leasing arrangements for GPUs, demand for our AI Cloud Services and our ability to enter into contracts that generate stable revenue streams could adversely impact the relevant borrower’s ability to satisfy obligations or comply with applicable covenants. In the event of any adverse impacts to the relevant borrower’s cash flows, any such borrower may not be able to restructure, refinance or modify any such facility or obtain a waiver on commercially reasonable terms or otherwise, which could lead to a lender or lessor pursuing one or more remedies available to it, including foreclosing on any applicable collateral, any of which could lead to bankruptcy or liquidation of the relevant borrower and could also lead to claims against the Group or terminating a lease and repossessing the relevant equipment. Similarly, where such financing structures include guarantees or other forms of credit support from the Company or other members of the Group, the lender would seek to recover any amounts due under such guarantees or other credit support, which could adversely impact our financial condition, liquidity and cash flows.

We may not be able to obtain additional debt, equity or equity-linked financing, or other forms of financing, on favorable terms, if at all, which could impair our growth and our further development of AI Cloud Services, adversely affect our existing operations and require us to seek additional capital, sell assets or restructure or refinance our indebtedness. In addition, if the terms of additional financing are less favorable or require us to comply with more onerous covenants or restrictions, our business operations could be restricted. Even if we are able to raise such capital, we may not deploy it in such a fashion that allows us to achieve our goals. Any of the foregoing could adversely impact our financial condition, cash flows and results of operations.

Competition could adversely impact our market share and financial results.

The target market for our AI Cloud Services is competitive, and competition may intensify with expanding and changing product and service offerings, industry standards, customer and market needs, new entrants and consolidations. Our competitors’ products, services and technologies may be cheaper or provide better functionality or features than ours, which has resulted and may in the future result in lower-than-expected selling prices or demand for our products. Some of our competitors have longer operating histories, larger customer bases, more comprehensive IP portfolios and patent protections, more design wins, and greater financial, sales, marketing and distribution resources than we do. These competitors may be able to acquire market share and/or prevent us from doing so, more effectively identify and capitalize upon opportunities in new markets and end-user trends, more quickly transition their products, and impinge on our ability to procure scarce input materials during a supply-constrained environment, which could harm our business. Some of our customers have in-house expertise and internal development capabilities similar to or more advanced than some of ours and can use or develop their own solutions to replace those we are providing. If we are unable to successfully compete in this environment, demand for our products, services and technologies could decrease, which may negatively impact our business.

Our future financial performance is subject to assumptions and projections that may not materialize.

Our financial outlook and projections, including annualized-run-rate revenue and estimated capital expenditures, are based on various assumptions regarding energy and consumption costs, our ability to secure necessary agreements, the successful deployment of new capacity, market demand for our services, and estimates of construction, equipment, financing and other costs associated with the development, construction and commissioning of our facilities to provide AI Cloud Services. These assumptions are inherently uncertain and subject to numerous business, economic, regulatory, and competitive risks and uncertainties that could cause actual results to differ materially from our expectations. Our actual annualized-run-rate revenue and capital expenditures may differ materially from our current projections.

There is currently significant uncertainty about the future relationship between the United States and its trading partners with respect to trade policies, tariffs, and similar policies affecting cross-border operations. The U.S. Government has made and continues to make significant changes in U.S. trade policy, specifically tariffs, and may continue to take future actions that could negatively impact our business, including escalating tariffs on the import of goods from U.S. trading partners. Between February 24, 2026 and July 24, 2026, the U.S. government also implemented a global “temporary import surcharge” of 10% on many products, under authorities provided for in Section 122 of the Trade Act of 1974. Upon expiration of the Section 122 temporary import surcharge on July 24, 2026, the U.S. government implemented tariffs of up to 10% or 12.5% on imported commodities from 60 U.S. trading partners, with certain items excepted, under authorities provided under Section 301 of the Trade Act of 1974, following a determination by the U.S. Trade Representative that these trading partners have insufficiently implemented or enforced forced labor laws. Other tariffs, taxes, or trade barriers could be imposed by the U.S. on its trading partners, and those trading partners may impose retaliatory tariffs, taxes, or other trade barriers on the U.S. The U.S. Government has also implemented Section 232 tariffs on various items based on a finding that certain imports threaten to impair U.S. national security, including but not limited to certain articles of steel and aluminum; passenger vehicles, trucks, and automotive components; and articles of copper. The U.S. Government has also imposed, increased, or maintained additional Section 301 tariffs of 7.5%-100% on certain commodities from China. The scope of these tariffs and exclusions is subject to change. Additional trade-related investigations by the U.S. government are in progress and could result in the imposition of additional tariffs, including under Sections 232, 301, 122, and 338.

The recent changes in tariff and trade policy underscore the uncertainty regarding the future relationships between the United States and its trading partners. In response to these and other U.S. trade measures, China, Canada, and other affected countries have taken or threatened to take retaliatory actions to respond. Such actions include the imposition of retaliatory tariffs on imports of products of U.S. origin, the imposition of export controls on a wide array of products (including rare earth metals and other critical minerals), as well as other actions. The adoption of retaliatory actions by targeted countries has prompted and could prompt the United States to further increase its tariff measures, and continued escalation of tariffs and trade measures could result in the outbreak of a trade war. The trade and tariff policies of the United States and other countries are currently fluid and subject to further changes.

•limiting the ability of some of our subsidiaries to distribute cash from operations up to the Company;

Similarly, we may otherwise be unable to maintain sufficient cash reserves or pay amounts due under our indebtedness and equipment leases, and our cash needs are expected to increase in the future.

We finance our GPU and other equipment, as well as the development and construction of our data centers, through a variety of structures, including subsidiary-level secured financings and arrangements that may be non-recourse or limited recourse to the Company. For example, in May 2026, certain of our wholly owned subsidiaries entered into approximately $3.6 billion of secured GPU financing arrangements secured by, among other things, the GPUs and other assets of, and the customer contract cash flows payable to, the relevant financing group entities. These arrangements contain financial and other covenants (including debt service coverage ratio requirements and mandatory prepayment triggers), restrict the ability of the relevant subsidiaries to distribute cash to the wider group, require certain amounts to be held as restricted cash, and are supported by limited guarantees from the Company in respect of certain performance and shortfall obligations. If the cash flows generated by the underlying assets (for example, the financed GPUs and the associated customer contracts in such financings and arrangements) are insufficient to service these arrangements, or if we fail to comply with the applicable covenants, the relevant lenders and noteholders could accelerate the relevant indebtedness and enforce their security over the relevant assets, and the Company could be required to make payments under any applicable limited guarantees, any of which could have a material adverse impact on our operating capacity as well as our business, results of operations and financial condition.

A default under any of our financing agreements, including equipment financing arrangements, could trigger cross-default or cross-acceleration provisions under our other financing arrangements. In addition, a default under any of our financing arrangements could impair our ability to finance and complete the development or construction of our data center facilities and our ability to continue to operate the relevant facilities. Any resulting delay or failure in the development or operation of data center facilities could materially affect our ability to generate revenue from the relevant facilities and lead to default under our customer contracts, which may result in significant payments under relevant customer contracts being reduced or delayed, expose us to service credits, damages or other liability, or give rise to termination rights under our customer contracts, any of which could have a material adverse impact on our business, operating results, financial condition and future prospects.

The following discussion and analysis generally discusses fiscal year 2026 and fiscal year 2025 items and year-to-year comparisons between such fiscal years. Discussions of year-to year comparisons between fiscal year 2025 and fiscal year 2024 are not included, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Group’s Annual Report for the fiscal year ended June 30, 2025, filed with the SEC on August 28, 2025.

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 includes the land, power, substations, buildings and cooling that form the physical foundation of our AI Cloud Services platform. The compute layer includes the GPUs, CPUs, storage, servers and networking deployed within that data center infrastructure. The software layer includes the managed services and enterprise support that enables customers to deploy, operate and manage AI workloads.

We generate AI Cloud Services revenue by delivering 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. As of June 30, 2026, our operating AI Cloud Services capacity represented approximately 40MW.

We continue to operate Bitcoin miners at certain of our data centers while we transition this data center capacity toward AI Cloud Services. We aim to substantially complete this transition by December 31, 2026. We generate Bitcoin mining revenue by contributing computing power, or hashrate, to the Bitcoin network and receiving a share of block rewards and transaction fees, and exchanging these Bitcoin for fiat currencies such as USD or CAD. We typically liquidate all the Bitcoin we mine daily and therefore did not have any Bitcoin held on our balance sheet as of June 30, 2026. As of June 30, 2026, our installed Bitcoin mining capacity was approximately 23.2 EH/s, representing approximately 380MW of data center capacity.

Recent Developments

NVIDIA Strategic Partnership

In May 2026, we entered into a strategic partnership with NVIDIA intended to support the deployment over time of up to 5GW of NVIDIA DSX-aligned AI infrastructure across our global data center pipeline. Pursuant to a securities purchase agreement, we granted NVIDIA the right to invest up to $2.1 billion in Ordinary shares, subject to delivery of up to 600,000 GPUs and certain regulatory conditions.

Strategic Acquisitions

In June 2026, we completed the acquisition of Nostrum Group, a developer of grid-connected AI data centers based in Spain. In connection with the acquisition, we issued 837,424 Ordinary shares on June 12, 2026 to certain of the sellers thereunder plus approximately EUR 82 million of cash. The acquisition marked our entry into the European market and added several data center sites including an approximately 300MW site in Badajoz, together with an additional development pipeline, and local development, engineering, construction and operations capabilities.

In August 2026, we completed the acquisition of Mirantis, Inc. (“Mirantis”), a provider of cloud infrastructure software, Kubernetes-based orchestration and enterprise support services. Aggregate consideration was approximately $544 million, payable through the issuance of 12.6 million Ordinary shares plus cash and restricted stock units of approximately $40 million. Mirantis became our direct wholly owned subsidiary and expands our software and operational capabilities for deploying, managing, monitoring and supporting customer workloads.

AI Cloud Services Contracts

On November 2, 2025, we entered into the Microsoft Agreement, pursuant to which we will provide Microsoft Corporation with dedicated GPU services at “Horizon” data center facilities located in Childress, Texas over a five-year average term. The GPU services will be made available to Microsoft Corporation in four tranches (“Horizon 1,” “Horizon 2,” “Horizon 3” and “Horizon 4” data center facilities) targeted for deployment during 2026 (subject to extension in certain circumstances). Horizon 1 was delivered to, and accepted by, Microsoft in August 2026. Horizon 2-4 is targeted for delivery in phases in calendar Q4 2026, with grace periods under the Microsoft Agreement for delivery extending from mid-Q4 of calendar 2026 to the beginning of Q2 of calendar 2027.

The total contract value is approximately $9.7 billion through 2031, with 20% of the contract value for each tranche to be paid prior to the applicable delivery date and credited against the service fees due and payable after the 24th calendar month of the applicable GPU service term on a pro rata basis. The GPU quantity and the estimated monthly payments are expected to be approximately equal across all four tranches.

In May 2026, we entered into a five-year cloud services contract with NVIDIA to support its internal AI and research workloads representing approximately $3.4 billion of total contract value.

In July 2026, we entered into multi-year cloud services contracts with leading AI developers including Prometheus, Perplexity and Together AI, representing approximately $2.8 billion in aggregate total contract value.

In August 2026, we entered into a multi-year cloud services contract with a leading frontier AI lab.

We believe our financial condition, results of operations and cash flows are affected by the factors described below. These factors should be considered together with the matters described under “Risk Factors” in Part I, Item 1A of this Annual Report.

Customer demand, contracting and customer concentration

Growth in AI training and inference workloads has contributed to increased demand for our AI Cloud Services. We expect AI infrastructure requirements to expand as organizations develop and deploy AI across a broader range of use cases. The pace and breadth of AI adoption, together with customers’ infrastructure strategies and investment priorities, will affect demand for our platform and the timing and scale of our investments.

Our AI Cloud Services revenue depends on our ability to contract capacity with creditworthy customers on acceptable commercial terms, and on the continued growth of demand for AI infrastructure. We primarily contract capacity under multi-year reserved capacity arrangements that specify the amount and type of capacity, service levels, pricing, term, customer prepayments, deployment schedules and acceptance conditions. Revenue (excluding prepayments) generally commences only after applicable compute has been delivered, commissioned, placed in service and accepted (where applicable) by the relevant customer.

Our customer contracts are concentrated, and the loss of, default by, or reduction in capacity taken by any of our largest customers could materially affect our revenue and our ability to service any indebtedness incurred to finance the related infrastructure. See “Item 1A. Risk Factors.” We seek to mitigate this exposure through customer credit assessment, customer prepayments and by broadening our customer base across hyperscalers, enterprises AI developers, frontier labs, and channel partners. Diversification may reduce concentration over time but may also result in shorter contract terms, smaller individual commitments and greater variability in utilization and pricing.

Delivery, commissioning, testing and customer acceptance of AI Cloud Services capacity

Our ability to convert contracted capacity into revenue depends on delivery of capacity in accordance with contractual schedules. Each deployment requires the completion of data center construction and energization, delivery and installation of GPUs, servers, storage and networking equipment, integration and configuration of the resulting clusters, performance testing against contractual specifications, and acceptance by the customer. Revenue generally begins only upon customer acceptance, and in certain arrangements is subject to service-level credits based on uptime and other performance requirements thereafter. Delays at any stage may postpone revenue commencement and result in “delay credits”, while certain operating, financing and other costs continue to be incurred, affecting expected project returns. Failure to satisfy delivery schedules or ongoing service-level requirements may also result in significant payments under relevant customer contracts being reduced or delayed, expose us to service credits, damages or other liability, or give rise to termination rights under our customer contracts, any of which could have a material adverse impact on our business, operating results, financial condition and future prospects.

Power availability and data center construction

Our growth depends on our ability to secure large-scale grid-connected power, and to construct and energize data centers capable of supporting AI compute. 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 Asia Pacific and data center projects in varying stages of development.

Development timelines are affected by grid connection studies and approvals, transmission and substation construction, utility and transmission service provider processes, permitting, equipment lead times and construction execution. Permitting requirements, evolving regulation and community considerations may affect not only development schedules and costs but also the continued validity of the permits and grid connection rights required to operate the facility.

Once a data center is operating, our electricity costs are influenced by regional utility tariffs or wholesale market prices and, where applicable, hedging and longer-term procurement arrangements. Further, the availability of electricity and our cost of electricity may be affected by regulatory requirements and conditions that are applicable to us or data centers generally. These factors, together with data center efficiency and utilization, affect the operating costs and margins of our AI Cloud Services.

GPU procurement, deployment, and technology obsolescence

Our AI Cloud Services business requires access to successive generations of GPUs and related infrastructure. Our ability to obtain allocation of leading-edge compute on acceptable terms and timelines depends on our relationships with chipmakers and OEMs. We work closely with a diverse range of suppliers to secure access to GPUs and related infrastructure to ensure we can support our planned expansion. Tariffs, trade restrictions and supply chain disruptions may affect the availability, cost and delivery timing of GPUs, servers, networking and storage equipment and specialized electrical and cooling components.

Compute hardware is subject to rapid technological change, and the introduction of new architectures may reduce the market rate for earlier generations. We estimate the useful lives of GPUs and related equipment based on expected utilization and technological developments. We manage our exposure by maintaining a multi-generation fleet, and by matching hardware generations to different customer workload and cost requirements, and by seeking contract terms and durations that support recovery of the associated capital cost over the contracted period.

Contract pricing, utilization and financing economics

The returns we generate on AI Cloud Services depend on the price at which capacity is contracted, the proportion of installed capacity that is contracted, the capital cost of the associated infrastructure, the useful life of the associated infrastructure and the cost and structure of the financing used to fund it.

Pricing for AI compute capacity is influenced by the hardware generation and configuration, contract term, prepayments, creditworthiness of the customer and prevailing supply of comparable capacity. We fund our AI Cloud deployments through a combination of asset-level and corporate-level initiatives. As we scale, we expect our diversified sources of funding will enable us to optimize the cost of capital. Our ability to raise the substantial capital needed for our AI Cloud deployments will depend on financial, economic and market conditions and other factors, over which we may have no or limited control, and such capital may not be available on acceptable terms, if at all, when we require it.

Software development and platform integration

The software layer of our platform enables customers to provision, deploy, manage and monitor AI workloads. We believe these capabilities affect the range of customers and workloads our platform can serve. Our performance will depend on our ability to continue integrating these capabilities, execute our product roadmap and translate software functionality into customer adoption, increased utilization and additional revenue. Our investment in the software layer includes the acquisition of Mirantis, a provider of cloud software and services, completed on August 3, 2026. We are integrating its k0rdent AI platform into our software layer. Because the acquisition completed after June 30, 2026, it did not affect our results of operations and is not reflected in our financial statements for fiscal year 2026.

Macroeconomic conditions, tariffs and supply chain

Global economic and geopolitical conditions have been increasingly volatile due to factors such as trade restrictions, inflation, rising interest rates and supply chain disruptions. The impacts of inflation have resulted in increased operating expenses as we grow and develop our managerial, operational and financial capabilities and systems, consistent with the impacts of inflation on the general economy. If our costs, in particular labor, information system, technology, hardware and utility costs, were to become subject to significant inflationary pressures, we might not be able to effectively mitigate such higher costs. In addition, inflation may impact our ability to obtain financing for future capital expenditures at a price that is acceptable, or at all. Our inability or failure to do so could adversely affect our business, financial condition, and results of operations.

The AI Cloud Services industry is characterized by volatility and significant demand for equipment, including GPUs, servers, networking and storage equipment and specialized electrical and cooling components. Tariffs and trade restrictions also affect our procurement of such equipment, which we source from a limited number of suppliers and, in certain cases, from a limited number of manufacturing locations. Supply chain delays, manufacturing constraints and logistics disruption may affect our ability to meet our delivery obligations to customers and may result in significant payments under relevant customer contracts being reduced or delayed, expose us to service credits, damages or other liability, or give rise to termination rights under our customer contracts, any of which could have a material adverse impact on our business, operating results, financial condition and future prospects. Increases in the cost of this equipment, or restriction on its availability, could increase the capital cost of our deployments, delay delivery and acceptance of contracted capacity, or both. Suppliers may from time-to-time increase the price of equipment, including orders we have already placed. Our contracts with suppliers in some cases permit the pass-through of such cost increases, meaning that, notwithstanding that an order has already been made, the increased prices may nonetheless apply to us. We are not always able to pass through these increased costs to our customers, which could adversely affect our business, financial condition, and results of operations.

Our AI Cloud Services operations generate revenue by providing access to cloud-based GPU computing to customers for AI training and inference workloads. As of March 31, 2026, we had approximately 150,000 GPUs installed or on order for our data centers.

Our Bitcoin mining operations generate revenue by earning Bitcoin through a combination of Block rewards and transaction fees from the operation of our Bitcoin miners and exchanging these Bitcoin for fiat currencies such as USD or CAD. We typically liquidate all the Bitcoin we mine daily and therefore did not have any Bitcoin held on our balance sheet as of March 31, 2026. As of March 31, 2026, we had installed hashrate capacity of approximately 38 EH/s.

We are also pursuing a strategy of expanding and diversifying our revenue sources into other HPC and AI services beyond AI Cloud Services, including through re-purposing data centers historically used for Bitcoin mining.

Our cash and cash equivalents were $2,213.3 million as of March 31, 2026. Our total revenue was $144.8 million and $144.8 million for the three months ended March 31, 2026 and 2025, respectively, and $569.8 million and $313.7 million for the nine months ended March 31, 2026 and 2025, respectively. We generated net income (loss) of $(247.8) million and $(16.1) million for the three months ended March 31, 2026 and 2025, respectively, and $(18.6) million and $(89.7) million for the nine months ended March 31, 2026 and 2025, respectively.

We generated EBITDA of $(139.8) million and $38.4 million for the three months ended March 31, 2026 and 2025, respectively, and $279.0 million and $37.0 million for the nine months ended March 31, 2026 and 2025, respectively. We generated Adjusted EBITDA of $59.5 million and $83.1 million for the three months ended March 31, 2026 and 2025, respectively, and $226.5 million and $148.0 million for the nine months ended March 31, 2026 and 2025, respectively. EBITDA and Adjusted EBITDA are financial measures not defined by GAAP. For a definition of EBITDA and Adjusted EBITDA, an explanation of our management’s use of these measures and a reconciliation of EBITDA and Adjusted EBITDA to loss after income tax expense, see “Key Indicators of Performance and Financial Conditions”.

Business Combinations

On May 4, 2026, the Company entered into a merger agreement pursuant to which the Company will acquire 100% of Mirantis, a US-based cloud software and services provider, as part of a business combination transaction. The transaction is subject to certain customary termination rights and the satisfaction of certain customary closing conditions, including regulatory approvals. The aggregate consideration payable by the Company under the merger agreement is approximately $625 million payable at closing through the issuance of a fixed number of the Company's Ordinary shares determined at signing, provided that a portion of the consideration (currently estimated to be approximately 10%) is payable in cash to holders of shares of Mirantis capital stock that are unaccredited investors.

On May 7, 2026, the Group entered into a sale and purchase agreement for the acquisition of 100% of Ingenostrum, S.L. (trading as Nostrum Group), a Spanish data center developer. The transaction is subject to the satisfaction of certain closing conditions. The aggregate consideration payable by the Group is approximately EUR 165 million, subject to adjustment, comprised of approximately 65% in cash and 35% in the form of the Company’s Ordinary shares and subject to a customary post-closing adjustment. The acquisition will expand the Group’s footprint to Europe with the addition of approximately 490MW of power capacity in Spain and an additional global development pipeline, and adds strategic development, engineering, construction, and operations capability in support of its global AI Cloud Services strategy.

See “Part II. Item 5. Other Information” in this Quarterly Report for additional information.

On March 4, 2026, the Group and Dell Marketing L.P. (“Dell USA”) entered into purchase documentation (the “Dell USA Purchase Agreement” and, together with the Dell Canada Purchase Agreement, the “Dell Purchase Agreements”) pursuant to which Dell USA will supply to the Group GPUs and ancillary products and services, scheduled to be delivered in phases during the second half of calendar year 2026, for an aggregate purchase price of approximately $1.2 billion payable in installments within 30 days of each tranche shipping, subject to rights to adjust the price based on independent review due to certain cost increases.

The Dell Purchase Agreements contain customary representations, warranties, covenants, indemnities and termination rights. The Company has agreed to unconditionally guarantee the obligations of IE CA Leasing and IE US Hardware 1 under the Dell Purchase Agreements.

Our performance is currently driven by two principal businesses: AI Cloud Services, which is the strategic focus of the Group and is expected to become the main driver of our growth; and Bitcoin mining, which continues to generate a substantial portion of our revenue, but is expected to reduce over time. Near-term results continue to be affected by the market value of Bitcoin, global network hashrate and mining difficulty, our hashrate capacity and mining fleet efficiency, and our cost of electricity and the transition to AI Cloud Services. As we continue to expand our AI Cloud Services business, our performance will also increasingly depend on our ability to secure customers on commercially reasonable terms, obtain GPUs and other equipment, develop and construct data centers on time and within budget, secure sufficient power and timely grid connections, energize sites on schedule, and compete effectively in the rapidly evolving AI Cloud Services market.

Our growth strategy includes continuing to expand our AI Cloud Services business. We believe our vertically integrated platform, including our existing infrastructure and expertise, will allow us to continue to expand our offerings and target a range of customers across various sectors. As we enter into new markets for HPC and AI services, we will face new sources of competition, new business models and new customer relationships.

Our ability to secure and retain customers on commercially reasonable terms or at all, and specifically our ability to attract and retain customers under contracts that generate recurring revenue, will affect our expansion into HPC and AI services. Our strategy may not be successful as a result of a number of factors described under “Item 1A. Risk Factors—Risks Related to Our Business—Our increased focus on HPC and AI services may not be successful and may result in adverse consequences to our business, results of operations and financial condition” in our Annual Report.

Ability to Secure GPUs and Other Equipment

Our ability to expand our AI Cloud Services business depends in part on our ability to source GPUs and other hardware and equipment on acceptable terms and in a timely manner. The market for GPUs and related equipment remains highly competitive and supply constrained, and demand from hyperscalers and other cloud providers and consumers may limit availability, extend lead times and increase prices. Delays in obtaining GPUs, networking equipment, transformers, switchgear, cooling equipment or other critical components could delay installation, commissioning and revenue generation.

Our ability to design, develop, construct and commission data center capacity on time and on budget will affect the expansion of our AI Cloud Services business. The development and construction of data centers is complex and subject to delays arising from permitting, design changes, labor availability, contractor performance, supply chain constraints, delivery of critical equipment, weather, site conditions and other execution challenges. If we are unable to complete construction, commissioning and customer deployment on the timelines we expect, our ability to generate AI Cloud revenue and our operating results may be adversely affected.

Ability to Secure Low-Cost Electricity and Timely Grid Connections