IREN Ltd files 10-Q: quarterly report (10-Q)

As disclosed in our Annual Report, we have transitioned from International Financial Reporting Standards, as adopted by the International Accounting Standards Board (“IFRS”), to GAAP. All comparative figures in this Quarterly Report have been adjusted to GAAP for consistency. Key impacts of this transition are discussed in “Transition from IFRS to GAAP” and Note 3 to the financial statements included in our Annual Report.

Overview

We are a vertically integrated provider of AI Cloud Services, delivering large-scale data centers and GPU clusters for AI training and inference. Our platform is underpinned by an expansive portfolio of grid-connected land and power in renewable-rich regions across the globe.

We have seven data center sites with executed grid connection agreements, letters of agreement or equivalents, representing 4,510MW of total power capacity: three in Texas, United States, namely Childress (750MW), Sweetwater 1 (1,400MW) and Sweetwater 2 (600MW), one in Oklahoma (1,600MW), United States, and three in British Columbia, Canada, namely Canal Flats (30MW), Mackenzie (80MW) and Prince George (50MW). Our data centers are currently powered by 100% renewable energy (whether from clean or renewable energy sources or through the purchase of renewable energy certificates (“RECs”)).

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”.

As of March 31, 2026, 70% and 30% of the Company’s non-current assets were located in the United States of America and Canada, respectively.

Recent Developments 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.

Hardware Purchases

On March 4, 2026, the Group and Dell Canada Inc. (“Dell Canada”) entered into purchase documentation (the “Dell Canada Purchase Agreement”) pursuant to which Dell Canada 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 $2.3 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.

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.