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Risk Factors - IREN

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Item 1A. Risk Factors” in this Annual Report, as such factors may be updated from time to time in our other filings with the U.S. Securities and Exchange Commission (“SEC”), accessible on the SEC’s website at www.sec.gov and the Investor Relations section of the Company’s website at https://investors.iren.com.

The foregoing list of factors is not exhaustive and does not necessarily include all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements.

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GLOSSARY OF INDUSTRY TERMS AND CONCEPTS

This Annual Report includes a number of industry terms and concepts which are defined as follows:

•AI Cloud Services: platforms that support Artificial Intelligence (“AI”) workloads such as training and inference through cloud-based infrastructure.

•ASICs: An Application Specific Integrated Circuit is a type of integrated circuit that is custom-designed for a particular use, rather than intended for general-purpose use.

•Board: The board of directors of IREN Limited.

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

•EH/s: Exahash per second. 1 EH/s equals one quintillion hashes per second (1,000,000,000,000,000,000 h/s).

•ERCOT: the Electric Reliability Council of Texas, which operates the electrical grid serving most of Texas.

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

•Hashrate: a measure of the computational power used to mine and process transactions on a proof-of-work network such as Bitcoin.

•HPC: High-performance computing, the use of aggregated computing resources to solve complex computational problems, including AI workloads.

•MW: Megawatts. 1MW equals 1,000 kilowatts.

•REC: Renewable Energy Certificate.

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

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SUMMARY OF RISKS AFFECTING OUR BUSINESS

Our business is subject to numerous risks, uncertainties, and other important factors. These risks include, among others, the following key risks:

Risks Related to Our Business

•We have a history of operating losses, and we may incur net losses in the future.

•Our business has grown rapidly and we have an evolving business model and strategy.

•We may not successfully execute the continued build-out and scaling of our AI Cloud Services business, and demand for AI Cloud Services may not develop or be sustained at the levels we anticipate.

•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 and construct 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.

•Our indebtedness and liabilities could limit the cash flow available for our operations and expose us to risks that could adversely affect our business, financial condition and results of operations.

•Changing political and geopolitical conditions, including changing international trade policies and the implementation of wide-ranging, reciprocal and retaliatory tariffs, surtaxes and other similar import or export duties, or trade restrictions, could adversely impact our business, prospects, operations and financial performance.

•Our operating results have fluctuated significantly and may continue to fluctuate significantly as a result of several different factors.

•Our business is highly dependent on a small number of equipment suppliers, and any failure by us or our suppliers to perform under the relevant supply contracts could materially impact our operating results and financial condition.

•Supply chain and logistics issues for us, our contractors or our suppliers may frustrate or delay our expansion plans or increase the cost of acquiring AI hardware or constructing our infrastructure.

•Any electricity outage, non-supply or limitation of electricity supply, or failure to secure timely grid connections, including as a result of political pressures or regulations, or increase in electricity costs may result in material impacts to our operations and financial performance.

•

•Governments, politicians, regulators and utilities may potentially restrict or delay the ability of electricity suppliers to provide electricity and timely grid connections to AI Cloud Service providers or Bitcoin miners, including us, or AI Cloud Services or Bitcoin mining generally.

•Any critical failure of key electrical or data center equipment may result in material impacts to our operations and financial performance.

•Our business is subject to customary risks in developing infrastructure projects, including construction delays generally, site condition risks and cost and availability of contracting and labor issues, any of which may adversely impact our development plans, operations and financial performance;

•We are vulnerable to climate-related risks, severe weather conditions and natural and man-made disasters which could severely disrupt the normal operation of our business, result in substantial costs, and adversely affect our results of operations.

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Risks Related to AI Cloud Services

•We may be unable to construct the data centers that support our AI Cloud Services, or to commission and deliver contracted AI Cloud Services capacity on schedule, or at all.

•Testing and acceptance conditions, ramp periods, service level commitments, service credits, delay credits, indemnities and termination rights in our customer contracts could adversely affect our revenue, margins and results of operations.

•Our AI Cloud Services business has significant customer concentration, we are exposed to counterparty credit risk, and we may be unable to diversify our customer base.

•We may not succeed in maintaining or expanding a customer base for our AI Cloud Services business, may not be successful in generating a recurring stream of revenue from that business and may not be able to provide the right combination of AI Cloud Services.

•We depend on the timely supply of GPUs, networking and storage equipment from a limited number of suppliers, and the equipment we deploy is subject to rapid technological change and obsolescence.

•Our results depend on our ability to match customer contracts, capital expenditures, power commitments and financing, and any mismatch could adversely affect our business and financial condition.

•Our AI Cloud Services depend on software for orchestration, monitoring, support and workload management, and we may not be able to successfully integrate Mirantis or realize the anticipated benefits of the Mirantis acquisition.

•Cybersecurity incidents, failures of workload isolation or interruptions to the availability of our AI Cloud Services could result in the loss or unauthorized disclosure of customer data, liability and reputational harm.

•Certain of our strategic relationships and anticipated deployments are non-binding or subject to conditions, and may not result in definitive agreements, deployments or revenue.

Risks Related to Bitcoin

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•There is a risk of additional Bitcoin mining capacity from competing Bitcoin miners, which would increase the global hashrate and decrease our Bitcoin mining revenue.

Risks Related to Regulations, Regulatory Frameworks and Political Intervention

•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.

•Our business and financial condition may be materially adversely affected by changes to and/or increased regulation of energy sources.

Risks Related to Being Incorporated Outside the United States

•As a company incorporated outside of the United States, the rights of our shareholders may be different from the rights of shareholders in companies governed by the laws of U.S. jurisdictions or other jurisdictions and may not protect investors in the same or similar fashion afforded by incorporation in a U.S. jurisdiction or other jurisdictions.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

All references to “U.S. dollars,” “dollars,” “$,” “USD” or “US$” are to the U.S. dollar. All references to “Australian dollars,” “AUD” or “A$” are to the Australian dollar, the official currency of Australia. All references to “Canadian dollars,” “CAD” or “C$” are to the Canadian dollar, the official currency of Canada. All references to “GAAP” are to generally accepted accounting principles in the United States.

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Unless otherwise indicated or the context otherwise requires, all references in this Annual Report to the terms “IREN,” “the Company,” “the Group,” “our,” “us,” and “we” refer to IREN Limited and its subsidiaries.

Financial Statements

The consolidated financial statements cover IREN, consisting of IREN Limited and the entities it controlled at the end of, or during, the year ended June 30, 2026. The consolidated financial statements are presented in U.S. dollars, which is the presentation currency for IREN Limited. We prepared our annual consolidated financial statements for fiscal years ended June 30, 2026, 2025 and 2024 in accordance with GAAP. All references herein to “our financial statements,” “our audited consolidated financial information,” and/or “our audited consolidated financial statements” are to the Company’s consolidated financial statements included elsewhere in this Annual Report.

Special Note Regarding non-GAAP Measures

This Annual Report refers to certain measures that are not recognized under GAAP and do not have a standardized meaning prescribed by GAAP. IREN uses non-GAAP measures including “Adjusted EBITDA” and “Adjusted EBITDA margin” (each as defined below) as additional information to complement GAAP measures by providing further understanding of the Company’s operations from management’s perspective. We believe Adjusted EBITDA is a useful metric because it allows us to monitor the profitability of our business on a current basis and removes expenses which do not impact our ongoing profitability and which can vary significantly in comparison to other companies.

Adjusted EBITDA is defined as net income (loss), excluding income tax (expense) benefit, finance expense, interest income, depreciation and amortization, stock-based compensation, foreign exchange gain (loss), impairment of assets, certain other non-recurring income, gain (loss) on disposal of property, plant and equipment, unrealized fair value gain (loss) on financial instruments, debt conversion inducement expense, gain (loss) on partial extinguishment of financial liabilities, increase (decrease) in fair value of assets held for sale and certain other expense items. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue.

Beginning in the fiscal year ended June 30, 2026, the Company has changed its definition of Adjusted EBITDA to exclude debt conversion inducement expense. This is a change from the presentation of Adjusted EBITDA in prior periods, and these adjustments did not have any impact on Adjusted EBITDA or its calculation in prior periods.

Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools. They are supplemental measures of our operating performance only, and as a result you should not consider these measures in isolation from, or as a substitute analysis for, our net income (loss) as determined in accordance with GAAP, which we consider to be the most comparable GAAP financial measure. For example, we expect depreciation of our fixed assets will be a large recurring expense over the course of the useful life of our assets, and that stock-based compensation is an important part of compensating certain employees, officers and directors. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these items.

A reconciliation of Adjusted EBITDA to net income (loss) and a reconciliation of Adjusted EBITDA margin to net income (loss), the most directly comparable GAAP measures, can be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Market Share and Other Information

This Annual Report includes market, economic and industry data as well as certain statistics and information relating to our business, markets, and other industry data, which we obtained or extrapolated from various third-party industry and research sources, as well as assumptions that we have made that are based on those data and other similar sources. Industry

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publications and other third-party surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While we believe that such data is reliable, we have not independently verified such data and cannot guarantee the accuracy or completeness thereof. Additionally, we cannot assure you that any of the assumptions underlying these statements are accurate or correctly reflect our position in the industry, and not all of our internal estimates have been verified by any independent sources. Furthermore, we cannot assure you that a third-party using different methods to assemble, analyze, or compute market data would obtain the same results. We do not intend, and do not assume any obligations, to update industry or market data set forth in this Annual Report. Finally, behavior, preferences, and trends in the marketplace tend to change.

References to “market share” and “market leader” are based on global revenues in the referenced market, and, unless otherwise specified herein, are based on certain of the materials referenced above.

Rounding

Unless otherwise noted, amounts in this report have been rounded off to the nearest thousand dollars, or in certain cases, the nearest dollar.

Presentation Currency and Exchange Rates

The Group’s presentation currency for the consolidated financial statements is U.S. dollars. The functional currency of IREN Limited and certain of its subsidiaries is U.S. dollars, and for certain other subsidiaries the functional currency is one other than U.S. dollars. Functional currency amounts are translated to the presentation currency in the manner described in Note 2 to our audited financial statements for the year ended June 30, 2026, included in this Annual Report.

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PART I

ITEM 1. BUSINESS

Our Company

IREN is a vertically integrated AI Cloud Services platform, delivering data centers, compute and software for AI training and inference.

We own and operate all three layers of the AI Cloud Services stack: the data center layer, the compute layer and the software layer.

•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.

Each of these layers is described in more detail below.

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

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

Our AI Cloud Services platform is underpinned by an expansive portfolio of land and grid-connected power in renewable-rich regions across North America, Europe and Asia Pacific. As of June 30, 2026, we had executed grid connection agreements, letters of agreement or equivalents representing approximately 5GW of total power capacity in the United States, Canada, Spain and Australia, and a further multi-GW development pipeline. Each of our operating sites has been 100% powered by renewable energy (whether from clean or renewable energy sources or through the purchase of RECs) since commencement of operations.

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

Data Centers

We develop, own and operate our data centers, including the associated land, grid connections and substations. This data center ownership model gives us direct control over site selection, design, procurement, construction, commissioning and ongoing operations.

Our data centers are purpose-built for power-dense computing, with each element of the architecture, including power, cooling and networking, designed to support high-performance GPUs, Central Processing Units (“CPU”) and storage at scale. We primarily use modular designs that can be adapted for different compute architectures and customer requirements. Our data centers utilize a range of highly efficient cooling technologies, including direct liquid-to-chip cooling, free-air cooling, and free-air cooling supplemented with chilled coil cooling to optimize for site-specific environmental conditions where necessary. Our liquid cooled data centers incorporate closed-loop cooling systems, which support the rack densities and thermal requirements of next-generation AI compute while minimizing water consumption. We continue to refine our designs to improve energy efficiency, operating reliability, deployment flexibility, maintainability and deployment speed.

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We focus on securing grid-connected power access for our data centers. Unlike behind-the-meter arrangements, which generally depend on one or more dedicated power generation sources located at or near the site, grid-connected facilities can access electricity from a broader and more diversified pool of generation resources through the transmission system. We believe this supports a more reliable, flexible and scalable long-term supply of power, including by reducing dependence on the availability and operating performance of any single generation source.

We generally target development of data centers in regions where there are low-cost and attractive renewable energy sources. Each of our operating sites has been 100% powered by renewable energy (whether from clean or renewable energy sources or through the purchase of RECs) since commencement of operations. We procure electricity under arrangements tailored to the structure of the applicable regional power market. For example, in British Columbia, where the electricity market is regulated, BC Hydro operates the transmission system and supplies electricity to our facilities under regulated tariffs. In Oklahoma, where the electricity market is also regulated, the utility through which we operate is the Public Service Company of Oklahoma. In Texas, ERCOT operates the electricity grid and administers the competitive wholesale market, and we procure electricity under market-based arrangements linked to wholesale energy prices. From time to time, we may enter into electricity derivatives or other hedging arrangements to fix a portion of our electricity costs for specified periods and reduce our exposure to wholesale price volatility. As our AI Cloud Services operations expand, we are also evaluating longer-term power purchase agreements and other structures that may provide greater price certainty and better align the duration of our electricity supply arrangements with our long-term data center investments and customer commitments.

Our data center footprint covers North America, Europe and Asia Pacific. Geographic diversification helps reduce our exposure to a single jurisdiction, transmission network, regulatory regime, energy market, climate or weather pattern, and positions us to serve customers in different regions with different data residency, sovereignty and sustainability requirements.

As of June 30, 2026 our announced data center projects and their total planned power capacity (gross MW) were as follows:

Compute

The compute layer of our platform includes GPUs, CPUs, servers, storage and high-speed networking configured for large-scale AI training and inference. As of June 30, 2026, our GPUs installed and on order included AMD MI350X and NVIDIA H100, H200, B200, B300, GB300 and VR200 systems. Our multi-generation compute portfolio enables us to match infrastructure to different customer workload, performance and cost requirements.

Depending on customer requirements, we offer compute through dedicated bare metal and managed cloud environments. Our GPU clusters can be configured with NVIDIA InfiniBand NDR and XDR interconnects to provide high-bandwidth, low-latency communication between GPUs and servers, supporting distributed AI training and inference across large-scale clusters. We also offer a range of high performance storage solutions to address differing customer data-access, throughput and scalability requirements.

We maintain relationships with semiconductor manufacturers, original equipment manufacturers (“OEMs”), original design manufacturers (“ODMs”), and other infrastructure suppliers, including NVIDIA, AMD, Dell Technologies, Lenovo, Supermicro, Gigabyte and leading storage and networking providers. We work with these partners to procure and deploy servers and racks, high-speed interconnects, storage systems and other supporting infrastructure, and to prepare our facilities for successive generations of compute architecture. We believe our procurement scale, deployment experience

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and direct control over the data center layer enables us to coordinate long-lead equipment, integrate complex infrastructure and bring new generations of compute into service rapidly and at scale.

We are an NVIDIA Cloud Partner and secured NVIDIA Preferred Partner status during fiscal year 2026. We have also achieved NVIDIA Exemplar Cloud status for our NVIDIA HGX B300 and GB300 NVL72 platforms, with the GB300 NVL72 designation awarded following NVIDIA’s testing of our NVIDIA GB300 NVL72 deployments at our Horizon 1 data center in Childress in August 2026. Exemplar Cloud providers have collaborated with NVIDIA to optimize their infrastructure to help ensure their customers’ workloads will be performant, secure, and reliable, based on real-world workload and total cost of ownership metrics.

During fiscal year 2026, we entered into a strategic partnership with NVIDIA to support the deployment over time of up to 5GW of NVIDIA DSX-aligned AI infrastructure across our global data center pipeline. Through this partnership, we intend to collaborate with NVIDIA on the deployment of NVIDIA accelerated compute in DSX AI factories, combining NVIDIA’s AI systems and architecture with our capabilities across data centers, compute and software.

Software

The software layer of our platform represents the managed services and enterprise support that enable customers to provision, deploy, manage and monitor AI workloads. We believe these capabilities expand the range of customers and use cases our platform can serve, and build upon the value of the data center and compute layers beneath them.

On August 4, 2026, we completed the acquisition of Mirantis, a provider of cloud software and services with a track record of serving more than 1,500 enterprise customers globally. Mirantis is an inaugural partner of the NVIDIA AI Cloud Ready Initiative and has integrated its k0rdent AI platform with NVIDIA DSX OS software components. k0rdent AI is a software infrastructure platform built on open-source technology, designed to manage and optimize AI infrastructure at scale across distributed environments. Its capabilities include GPU provisioning and lifecycle management, template-based deployment of clusters and services, workload orchestration and scheduling, centralized monitoring and logging, cost and consumption visibility, infrastructure upgrades, and multi-cluster operations. Together these enable organizations to improve utilization, support metering and monetization, and build differentiated AI Cloud Services.

We believe the acquisition of Mirantis and integration of k0rdent AI together strengthen three areas of our AI Cloud Services offering: deployment capability, including faster and more repeatable provisioning of customer environments; operational visibility, including monitoring and performance management; and customer support, including enterprise technical support and service delivery.

Bitcoin mining

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. Bitcoin mining revenue is generated by contributing computing power, or hashrate, to the Bitcoin network and receiving a share of block rewards and transaction fees.

As of June 30, 2026, our installed Bitcoin mining capacity was approximately 23.2 EH/s, representing approximately 380MW of data center capacity. Mining performance is principally affected by our share of global network hashrate, network difficulty, Bitcoin price, transaction fees, miner efficiency and availability, power cost and data center operating performance. We monitor these factors and operate or decommission miners based on expected returns and the requirements of our AI Cloud Services expansion program.

We typically liquidate the Bitcoin we mine on a daily basis and convert the proceeds into fiat currency to fund operating and capital expenditures. We held no Bitcoin on our balance sheet as of June 30, 2026.

Our Strategy and Growth Opportunities

Customers

We target AI Cloud Services customers across several segments, each with different capacity, service and support requirements:

•Hyperscalers. Large technology companies that require significant, dedicated compute capacity, often on a bare metal basis.

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•Enterprises. Organizations deploying AI into products and business processes that may require managed services, enterprise support and flexible capacity.

•AI developers and frontier labs. Companies developing and operating foundation models and AI applications that require scalable compute and may use either bare metal or managed services.

•Channel partners. AI cloud providers, platforms and other intermediaries that resell IREN capacity through white-label or integrated services.

Our strategic priority is to broaden and diversify our customer base over time across customer segments, industries, geographies and workload types.

We primarily offer our AI Cloud Services under multi-year reserved capacity arrangements, which we expect to complement over time with on-demand service offerings. Reserved or committed contracts generally specify the amount and type of capacity, service levels, pricing, contract term, customer prepayments, deployment schedules, testing and acceptance conditions and ramp periods. On-demand arrangements generally provide customers with shorter-duration or usage-based access and may result in more variable utilization and pricing. Revenue generally begins only after the applicable compute has been delivered, commissioned, placed in service and accepted by the customer (where applicable).

Our approach to customer selection is focused on building durable, long-term relationships with a diverse range of counterparties whose requirements align with our platform and deployment plans. In evaluating customer opportunities, we consider factors including credit quality, strategic fit, contract duration and structure, expected utilization, pricing, prepayments and other credit support, financing implications and overall risk-adjusted returns. We seek to structure contracts that support efficient financing of the associated infrastructure, provide appropriate revenue visibility and downside protection, and generate attractive returns on invested capital over the life of the deployment.

We have made, and expect to continue making, significant investments in our sales and marketing capabilities to expand our customer base and increase awareness of the IREN platform. We develop our customer pipeline through direct engagement with prospective and existing customers, strategic technology relationships, channel and partner referrals, industry events and targeted marketing activities. We intend to focus our go-to-market investments on customer segments and industry verticals that are experiencing increasing AI adoption and have the potential to generate long-term demand for AI Cloud Services.

As we scale, we are also investing in building a global brand consistent with the scale of our growth ambitions. These investments include sponsorships, industry events, targeted marketing campaigns and other brand-building activities intended to increase awareness, support customer acquisition and strengthen relationships with technology and commercial partners. Our brand and stakeholder engagement activities also support our relationships with governments and communities in the regions where we operate or pursue development, including by communicating the economic, employment, innovation and community benefits associated with our investments.

Sustainability

Our sustainability strategy focuses on energy sourcing, efficiency by design, responsible resource use and community benefit. Furthermore, our Childress site is located in the Panhandle region of Texas, which generates significant renewable energy. We purchased RECs in respect of 100% of our energy consumption through to June 30, 2026 at our Childress site.

Our designs are intended to reduce water consumption compared with conventional approaches. We also consider land use, noise, waste, equipment lifecycle, grid impacts and community priorities in the design and operation of our facilities.

Security

Security, compliance and operational resilience are embedded across our AI Cloud Services platform and are designed to protect customer workloads and data through controls including identity and access management, workload isolation, encryption, audit logging, vulnerability management, incident response, personnel screening, controlled facility access and security awareness training. Our Security and Compliance team maintains SOC 2 reports covering certain parts of our organization and is working toward organization-wide SOC 2 coverage and ISO/IEC 27001 certification.

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Our Strengths

Experienced leadership and deep technical expertise across the AI infrastructure stack

Our Board, management team and workforce bring experience financing, developing, building and operating large-scale infrastructure, renewable energy projects, data centers and managed technology services across North America, Europe and Asia Pacific. We recently strengthened our executive team through the appointments of a Chief Product Officer, Chief Development Officer, Chief Information and Security Officer and Chief Marketing Officer, to add dedicated leadership across product, development, cybersecurity, procurement, data center delivery and marketing.

Strong AI ecosystem relationships

We maintain relationships with leading semiconductor manufacturers, OEMs, ODMs and infrastructure suppliers, including NVIDIA, AMD, Dell Technologies, Lenovo and others. In May 2026, we entered into a strategic partnership with NVIDIA intended to support the deployment of up to 5GW of NVIDIA DSX-aligned AI infrastructure across our global pipeline over time. We also 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. These relationships support product access, engineering coordination, procurement and deployment of new compute generations.

Strong community partnerships and support for our operations

Establishing and maintaining community support for our operations is a core part of our development strategy. Data center projects can raise community concerns regarding power availability and cost, water consumption, noise, traffic, land use, visual impact, environmental effects and pressure on housing and local infrastructure. We seek to engage early with utilities, local governments, landowners, Indigenous and First Nations communities, workforce and educational institutions and other stakeholders; select appropriately zoned sites or sites that may be capable of rezoning; design for efficient use of power and water; and communicate the expected economic and community benefits of each project.

We believe that our communities in British Columbia and Texas have benefited from jobs, local procurement, tax revenue, scholarships, community grants and workforce programs. Recent initiatives have included the IREN Scholarships & Bursaries program, community grant programs in Prince George, Mackenzie, Sweetwater and Childress, and the IREN Ignite paid summer employment program. As our footprint expands, we intend to develop locally appropriate engagement and benefit programs in Oklahoma, Spain and Australia, including workforce development, local partnerships and support for education and community priorities. We believe our community strategy supports more durable development outcomes.

Diversified access to capital

Large-scale AI infrastructure is capital-intensive, and access to cost-effective capital is a key constraint on industry growth. We believe we have demonstrated an ability to raise capital across public and private markets, providing us with the flexibility to finance data center development and deploy compute at scale. To date, our primary sources of financing have included customer prepayments, common equity, convertible notes, subsidiary-level equipment financing, including approximately $3.6 billion of investment-grade rated GPU financing in May 2026. This diversified funding platform reduces reliance on any single source of capital and helps us to align financing structures with customer contracts and the expected lives of the underlying assets.

Our Competition

The AI Cloud Services market is highly competitive and rapidly evolving. As a global AI Cloud Services provider, we compete with hyperscalers, including Amazon Web Services, Google Cloud, Microsoft Azure and Oracle Cloud, as well as specialized AI Cloud Services providers, including CoreWeave, Nebius, Crusoe, Lambda, Nscale, SpaceX and others. Certain companies may be our customers, suppliers or partners in one context and our competitors in another.

Competition also occurs at individual layers of the AI infrastructure stack. We compete with data center developers and infrastructure owners for land, power, interconnection capacity, equipment, labor and capital; with other cloud providers for GPUs and customers; and with software providers offering orchestration, monitoring and AI infrastructure management tools.

We believe the principal competitive factors in our industry include access to secured and energized power; ability to procure and deploy current and next-generation compute; speed and scale of construction and commissioning; access to capital; price and total cost of ownership; workload performance and reliability; networking, storage and software

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capabilities; security and compliance; customer support; geographic coverage; and customer and technology partner relationships. Many of our competitors have greater financial, technical or commercial resources, longer cloud operating histories or larger customer bases, compared to us.

Employees and Human Capital Resources

As of June 30, 2026, we had 685 employees globally, reflecting significant workforce expansion during fiscal year 2026, including more than 60 employees added through the Nostrum Group acquisition. In addition, in August 2026 we added approximately 580 personnel through the Mirantis acquisition.

We also engage part-time employees, temporary employees, contractors and consultants as necessary to support our operations. For example as of June 30, 2026 approximately 3,000 personnel were engaged across our sites in the United States, including employees of contractors and subcontractors. None of our employees are represented by labor unions.

Our team has expertise across the full AI infrastructure stack, from power and data center development through compute deployment, networking, storage, software orchestration, managed services and enterprise support. We believe these capabilities enable us to design, build and operate integrated AI infrastructure at scale, reducing coordination risk and accelerating execution.

As such, our future success depends in large part on our ability to attract, train, retain and motivate qualified personnel. The growth and development of our workforce is an integral part of our success. We also strive to develop and foster a culture of collaboration that includes a broad range of backgrounds and perspectives and know that a company’s ultimate success is directly linked to its ability to identify and hire talented individuals from all backgrounds and perspectives.

We believe that diversity of thought is a key factor to achieving innovation and success in our industry. We seek to foster a culture of inclusivity, where diverse perspectives and experiences thrive.

To demonstrate our efforts, we:

•leverage inclusive recruitment practices that attract talent from a broad range of backgrounds and perspectives;

•invest in the professional growth of our employees, promoting access to learning and career development opportunities; and

•seek to actively engage with the communities where we operate, and support initiatives that promote inclusivity and education including partnering with schools and training authorities to develop training programs for the local workforce.

Government Regulation

We monitor developments in government regulation and maintain compliance programs designed to address applicable requirements. Compliance may increase our costs, require changes to our products or operations, delay projects or limit our ability to serve certain customers or markets.

AI Cloud Services and Data Center Regulations

We operate in a complex and evolving regulatory environment spanning AI Cloud Services, critical infrastructure, energy, environmental, health and safety, data privacy, cybersecurity, international trade, export controls and national security. Laws and policy initiatives in these areas may affect our site selection, capital planning, customer eligibility, hardware procurement, software design, data handling and ability to offer services in particular jurisdictions.

Our AI Cloud Services may be subject to laws and regulations governing privacy and data protection, cybersecurity, cross-border data transfers, critical infrastructure, online services and the development or deployment of AI systems. Requirements may differ by jurisdiction and may impose obligations relating to security controls, incident reporting, risk management, transparency, recordkeeping, data localization, customer contracting or oversight of certain AI uses.

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Advanced computing equipment, software and technical services may also be subject to U.S. and other export controls, sanctions and trade restrictions. Changes to these rules could affect the GPUs and other technology we may procure, the customers or end uses we may support, and the countries in which we may deploy or provide access to capacity. Data center development and operation are also subject to permitting, zoning, utility, grid, environmental and workplace requirements, which continue to evolve as policymakers assess the power, water and community impacts of AI infrastructure.

U.S. Regulations

Government regulation of large-scale data center operations continues to evolve in the United States. Multiple federal and state regulators have expressed interest in oversight of data center infrastructure, AI Cloud Services, and the energy-intensive computing activities associated with large-scale data center operations. Federal agencies have increased scrutiny of energy use by large-scale data center operators. Future regulatory action related to the energy usage of data center operations, including possible reporting or operational requirements, could affect our business.

In July 2025, the President signed an executive order titled “Accelerating Federal Permitting of Data Center Infrastructure,” which directs federal agencies to streamline permitting and environmental review for large-scale AI data center projects requiring more than 100MW of new electrical load. The executive order also directs the Departments of the Interior, Energy, and War to authorize data center construction on appropriate federal lands, and instructs the Secretary of Commerce to launch an initiative to provide financial support for qualifying projects. The scope and durability of these measures remain uncertain and subject to change.

State level regulation of large-scale data center operations is also developing. In June 2025, Texas enacted Senate Bill 6 (“SB 6”), which introduces significant new requirements for large-load electricity customers, including data centers within the ERCOT region. Facilities interconnecting after December 31, 2025 must install remote-disconnect equipment to enable ERCOT-directed load shedding during grid stress events. The Public Utility Commission of Texas is required to review and potentially revise the methodology for allocating wholesale transmission charges to large-load customers by December 31, 2026.

On August 3, 2026, Governor Greg Abbott of Texas issued a directive to the Public Utility Commission of Texas and ERCOT to conduct a comprehensive verification and audit of all data centers advancing through ERCOT’s interconnection process before any additional data centers are approved to move forward. On that same day, ERCOT issued a market notice regarding Batch Zero timelines and processes. By August 7, 2026, ERCOT pursuant to Batch Zero as approved by the Public Utility Commission of Texas, was to notify each interconnecting distribution service provider and transmission service provider of how any Large Load was classified in the forthcoming Batch Zero Interconnection Study. These classifications were to be: load that has already been sufficiently studied for interconnection and therefore is considered base load for the Batch Zero Interconnection Study; load that requires additional study in Batch Zero and would be considered studied load in the Batch Zero Interconnection Study; and load that has not met sufficient criteria to be included in Batch Zero and therefore will require study in a future interconnection process. ERCOT’s August 3, 2026 market notice stated that it was not going to be notifying each interconnecting distribution service provider and transmission service provider of how any Large Load was to be classified. On August 10, 2026, ERCOT filed with the Public Utility Commission of Texas its “Requests for Good Cause Exceptions Relating to Batch Zero Deadlines and Status Update on Additional Matters Including the Long-Term Load Forecast.” In these requests, ERCOT stated that it is currently developing a comprehensive process to verify that all large loads included in Batch Zero satisfy ERCOT’s planning guide and to collect additional information from developers of data centers and virtual currency mining facilities including the community impact information described in Governor Abbott’s August 3rd letter. According to ERCOT, this process is expected to take several months. We expect, based upon ERCOT’s August 10th requests to the Public Utility Commission of Texas, that once this process is completed ERCOT will then classify as described above the large loads submitted as part of the Batch Zero process and begin the Batch Zero Interconnection Study. On August 20, 2026, the Public Utility Commission of Texas issued an order granting ERCOT’s requests for good cause exceptions providing the time requested by ERCOT to develop and implement the process to verify all large loads included in Batch Zero to satisfy ERCOT’s planning guide and to collect the community impact information sought by Governor Abbott. Due to recent changes in ERCOT’s Batch Zero procedures, there may be delays in the energization of, or changes to the energization levels at, projects in Texas, including the Company's new and existing projects.

Oklahoma’s Data Center Customer Ratepayer Protection Act of 2026 (the “OK Ratepayer Protection Act”), effective July 1, 2026, protects existing residential, commercial and industrial customers from paying unjust rates resulting directly

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from electric service to large-scale energy users, including new data centers, new cryptocurrency mining operations and new AI computing facilities, that contract to add 75MW or greater electric load per facility or in aggregate behind a single point of interconnection to an electric supplier’s load after the effective date (each, a “large load customer”). Large load customers do not include residential, commercial agricultural or industrial ratepayers, or those entities that build generation for behind-the-meter projects. The OK Ratepayer Protection Act requires the Oklahoma Corporation Commission to ensure that all rates are fair, just and reasonable, and that costs and revenues are assigned and allocated among customers in accordance with cost causation principles. The OK Ratepayer Protection Act requires electric suppliers to establish and maintain separate terms and conditions for large load customers that (i) establish separate tariffs for large load customers, (ii) include credit requirements and any other measures necessary to ensure that large load customers reimburse the electric supplier for all costs fairly allocated to them, and (iii) for the term of service for large load customers to be at least 10 years. The utility serving our Kiowa project has submitted a proposed rate for this rate class, which shall be subject to review by an administrative law judge and a subsequent vote of the Oklahoma Corporation Commission. Additionally, the OK Ratepayer Protection Act requires any large load customer developer to notify adjoining landowners, county commissioners, and the Oklahoma Corporation Commission within 60 days of acquiring land for a qualifying project.

Additionally, Oklahoma’s SB 259, which is slated to become effective on November 1, 2026, prohibits data centers from using groundwater in open-air evaporative cooling systems or other cooling technology that consumes groundwater through evaporation or discharge without recirculation. Further, to receive a groundwater permit, a data center must demonstrate that it will use low-consumptive cooling technology.

These and other federal and state level developments may increase our compliance obligations, affect economic terms for power, or restrict siting or loading of our AI Cloud Services operations. Regulatory frameworks include environmental requirements, zoning and land use considerations, cybersecurity expectations, and requirements related to data privacy. These obligations may increase over time as governments respond to growth in data center activity and increasing demand for power. The effect of future regulatory changes at the federal or state level is difficult to predict. Any such changes could materially affect our operations, energy costs, customer demand, or the profitability of our business.

Regulation Outside the U.S.

Similarly to the United States, regulation of large-scale data center operations continues to evolve quickly elsewhere globally, and various regulators have expressed interest in oversight of data center infrastructure, AI Cloud Services, and the energy-intensive computing activities associated with large-scale data center operations. Future regulatory action related to the energy usage of data center operations, including possible reporting or operational requirements, could affect our business.

In August 2025, the Spanish Ministry for Ecological Transition and Demographic Challenge submitted a Draft Royal Decree regulating the energy efficiency and sustainability of data centers for public consultation and hearing process. This Draft Royal Decree partially incorporates and develops certain European regulations in Spain, while introducing additional obligations beyond what is required by these regulations. The Draft Royal Decree contemplates (i) an annual obligation to report environmental and socio-economic indicators for data centers with a total rated energy input above 1MW, (ii) an obligation to reuse residual heat unless a facility-level cost-benefit analysis demonstrates that this is not technically or economically viable, (iii) an obligation for data centers with an installed IT power demand of 1MW or more to report on how they take into account the best practices set out in the European Code of Conduct on Data Centre Energy Efficiency (a voluntary initiative aimed at data center operators, owners, and stakeholders, encouraging them to reduce energy consumption cost-effectively while maintaining mission-critical operations), (iv) and for data centers with a power capacity of over 100MW, the requirement to provide evidence that they are among the top 15% of facilities with the best sustainability indicators. As currently drafted, compliance with these obligations would be a condition to the grant and continued validity of the electricity grid access and connection permits required to operate a data center in Spain. The Draft Royal Decree remains in the pre-legislative phase and its final scope and requirements may change materially before enactment.

In Spain, this regulatory approach has since been reinforced at a statutory level. Royal Decree-Law 7/2026, of 20 March 2026, in its first additional provision, anticipates a further royal decree that will establish additional sustainability requirements for data centers connecting to the Spanish transmission and distribution networks, with non-compliance expressly identified as a ground for loss of grid access and connection permits or penalties. As its preamble makes clear, the aim is to ensure that the rapid growth of data center demand on the Spanish grid is matched by new renewable generation. Together with the Draft Royal Decree, the grant and continued validity of grid access and connection permits for Spanish data centers will increasingly depend on ongoing compliance with a broadening set of sustainability obligations, whose final scope will only be known once the relevant royal decrees are adopted.

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Other European countries are pursuing regulatory frameworks. For example, previously, Germany transposed the EU Energy Efficiency Directive (which sets the European Union’s energy efficiency targets and establishes ‘energy efficiency first’ as a fundamental principle of European Union energy policy) into national law in 2024, mandating 100% renewable power use for data centers by 2027. That deadline would be deferred to January 1, 2030 under a draft amendment approved by the German government but not yet adopted by its Parliament.

British Columbia recently introduced legislative amendments that intend to restrict the electrical capacity available for new data center projects. As of February 1, 2026, the allocation of new electrical capacity for data center purposes in British Columbia is subject to aggregate limits that are allocated under a competitive process administered by BC Hydro.

We are subject to an evolving regulatory landscape for data centers and AI-related infrastructure in Australia. Whilst there is currently no single Australian statute specifically regulating data centers or AI Cloud Services, various Australian federal, state and territory governmental bodies are considering, or have proposed, measures targeting energy-intensive computing infrastructure, including data centers. For example, the Energy and Climate Change Ministerial Council (“ECMC”) has asked the Australian Energy Market Commission (“AEMC”) to provide targeted advice on regulatory pathways to require data centers to fully offset their demand by investing in renewable generation and firming, and by providing demand flexibility. Pursuant to this, the Australian Government Minister for Climate Change and Energy, the Hon. Chris Bowen MP, has lodged requests with the AEMC to amend the National Electricity Rules so that data center operators would pay for the network costs that they cause or accelerate, together with any associated network infrastructure costs. The ECMC has separately flagged its intention to require data centers to fully offset their electricity demand by investing in renewable energy generation and demonstrating firmed capacity. Each Australian state and territory is separately considering how to regulate data centers, including how to address energy, water, and renewable energy policy concerns associated with data center growth. If implemented, these or similar measures could increase our network, connection or compliance costs in Australia, affect the economics or timing of our development activities in Australia, or otherwise restrict our ability to operate or expand data center capacity in Australia in the manner we currently intend.

The AI market in Australia continues to evolve at a rapid pace, with growing demand from customers and the development of new technologies. These features, together with regulatory change, including in the areas of privacy, data governance and intellectual property, may impact our customers in the future and, consequently, demand for our AI Cloud Services.

Data Privacy and Security Laws

Numerous laws, regulations and standards govern the collection, use, access to, confidentiality and security of personal information (such as health or financial information) and other types of regulated information (such as health or financial information), data breach notification requirements and critical infrastructure requirements, and could apply now or in the future to our operations or the operations of our partners. Such privacy and security laws, regulations and other related obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

In the U.S., numerous federal and state laws and regulations, including data breach notification laws and security laws and consumer protection laws and regulations govern the collection, use, disclosure and protection of personal information. In Canada, existing federal, provincial and territorial laws and regulations govern privacy, data protection, cybersecurity, consumer protection, anti-spam, data breach notification. Some provincial laws already regulate automated decision-making technology; in addition there is proposed legislation at the federal level that will also regulate automated decision-making data processing, impose new privacy and data protection obligations, create fines and penalties commensurate with those under the General Data Protection Regulation and establish a new Digital Safety Commissioner to regulate certain activity on the Internet.

Refer to “Item 1A. Risk Factors—Risks Related to Regulations, Regulatory Frameworks and Political Intervention—We are subject to governmental regulation and other legal obligations related to data privacy, data protection and information security. If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity.”

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Digital Asset Regulations

U.S. Regulation

The laws and regulations applicable to digital assets are evolving and subject to interpretation and change. Governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as in the U.S., most digital assets are subject to overlapping, unclear and evolving regulatory requirements. 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 (including The Financial Crimes Enforcement Network of the U.S. Department of the Treasury (“FinCEN”), the Treasury Department Office of Foreign Assets Control (“OFAC”), the Commodity Futures Trading Commission (“CFTC”), SEC, the Financial Industry Regulatory Authority (“FINRA”), the Consumer Financial Protection Bureau (“CFPB”), the Department of Justice (“DOJ”), the Department of Homeland Security (“DHS”), the Federal Bureau of Investigation (“FBI”), the U.S. Internal Revenue Service (“IRS”), the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”), the Board of Governors of the Federal Reserve System (“Federal Reserve”) and state financial institution and securities regulators) have been examining the operations of digital asset networks, digital asset users and digital assets exchange markets, with particular focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, evade sanctions or fund criminal or terrorist enterprises and the safety and soundness of digital asset trading platforms or other service providers that hold custody of digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. Moreover, the failure of FTX in November 2022 and the resulting market turmoil substantially increased regulatory scrutiny in the United States and globally and led to criminal investigations, SEC enforcement actions and other regulatory activity across the digital asset ecosystem.

There have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets. For example, the Digital Asset Market Clarity Act of 2025 (“CLARITY Act”) would, if enacted, regulate digital asset markets and digital asset trading platforms in the United States. The CLARITY Act was passed by the House of Representatives in July 2025, and another version of the CLARITY Act passed out of a Senate committee in May 2026, but has not yet been taken up by the full Senate. In addition, also in July 2025, the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the “GENIUS Act”) became the first federal law specifically regulating the issuance, custody and other stablecoin-related matters in the United States.

Furthermore, changes in U.S. political leadership and economic policies have resulted in a marked shift in federal policy towards digital assets and digital asset markets. For example, on March 6, 2025, President Trump signed an Executive Order to establish a Strategic Bitcoin Reserve and a United States Digital Asset Stockpile. Pursuant to this Executive Order, the Strategic Bitcoin Reserve will be capitalized with Bitcoin owned by the Department of Treasury that was forfeited as part of criminal or civil asset forfeiture proceedings, and the Secretaries of Treasury and Commerce are authorized to develop budget-neutral strategies for acquiring additional Bitcoin, provided that those strategies impose no incremental costs on American taxpayers. Conversely, the Digital Asset Stockpile will consist of all digital assets other than Bitcoin owned by the Department of Treasury that were forfeited in criminal or civil asset forfeiture proceedings, but the U.S. Government will not acquire additional assets for the U.S. Digital Asset Stockpile beyond those obtained through such proceedings. In January 2025, President Trump issued an Executive Order that outlined the administration’s commitment to “strengthening American leadership in digital financial technology” and established an interagency working group that is tasked with “proposing a Federal regulatory framework governing the issuance and operation of digital assets” in the United States. Pursuant to this Executive Order, the working group released a report in July 2025 outlining the administration's recommendations to Congress and various agencies reflecting the administrations “pro-innovation mindset toward digital assets and blockchain technologies.” In particular, the report recommends that Congress enact legislation regarding self custody of digital assets, clarifying the applicability of Bank Secrecy Act obligations with respect to digital asset service providers, granting the CFTC authority to regulate spot markets in non-security digital assets, prohibiting the adoption of a Central Bank Digital Currency, and clarifying tax laws as relevant to digital assets. In addition, the report recommends that agencies reevaluate existing guidance on digital asset activities, use existing authorities to enable the trading of digital assets at the federal level, embrace decentralized finance, or DeFi, launch or relaunch crypto innovation efforts, and promote U.S. private sector leadership in the responsible development of cross-border payments and financial markets technologies, among others.

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There is no federal law that specifically regulates digital assets (other than payment stablecoins) and digital asset markets in the United States, although the working group’s report recommends that Congress enact such legislation, and Congress has and continues to take efforts to enact such legislation, such as through the CLARITY Act. The SEC, under the prior administration, and some U.S. state securities regulators have and continue to institute legal proceedings in which they argue that certain digital assets may be classified as securities and that both those digital assets and any related initial coin offerings or other primary and secondary market transactions are subject to securities regulations. For example, in June 2023, the SEC brought charges against Binance (the “Binance Complaint”) and Coinbase (the “Coinbase Complaint”), two of the largest Digital Asset Trading Platforms, alleging that they solicited U.S. investors to buy, sell, and trade “crypto asset securities” through their unregistered trading platforms and operated unregistered securities exchanges, brokerages and clearing agencies. Binance subsequently announced that it would be suspending USD deposits and withdrawals on Binance.US and that it planned to delist its USD trading pairs. In addition, in November 2023, the SEC brought similar charges against Kraken (the “Kraken Complaint”), alleging that it operated as an unregistered securities exchange, brokerage and clearing agency. Between February 2025 and May 2025, the SEC entered into court-approved joint stipulations to dismiss each of the Binance Complaint, Coinbase Complaint and the Kraken Complaint.

In January 2025, the SEC launched a Crypto Task Force dedicated to developing a comprehensive and clear regulatory framework for digital assets led by Commissioner Hester Peirce. Subsequently, Commissioner Peirce announced a list of specific priorities to further that initiative, which included pursuing final rules related to a digital asset’s security status, a revised path to registered offerings and listings for digital asset-based investment vehicles, and clarity regarding digital asset custody, lending and staking. Chairman Atkins had directed the SEC’s policy divisions to work with the Crypto Task Force to draft “clear and simple rules of the road for crypto asset distributions, custody, and trading,” and the Commission and SEC staff have also been using interpretive, exemptive, and other authorities with respect to digital asset markets. In March 2026, the SEC issued a Commission-level interpretation clarifying how the federal securities laws apply to certain crypto assets and transactions involving crypto assets. The interpretation lists 18 crypto assets, including Bitcoin, that as of the date of the release, qualify as “digital commodities,” which are non-security crypto assets. The CFTC joined the interpretation to provide guidance that the CFTC and its staff will administer the CEA consistent with the interpretation. Even if a crypto asset is deemed to be a non-security crypto asset (such as a digital commodity), the interpretation takes the view that the non-security crypto asset may still be subject to an investment contract, even in the secondary market—and thus secondary market transactions, even in such non-security crypto assets, might be subject to the federal securities laws.

According to the CFTC, at least some digital assets, including Bitcoin, fall within the definition of a “commodity” under the CEA. Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing. The National Futures Association (“NFA”) is the self-regulatory agency for the U.S. futures industry, and as such has jurisdiction over Bitcoin futures contracts and certain other digital assets derivatives. However, the NFA does not have regulatory oversight authority for the cash or spot market for digital asset commodities trading or transactions. In addition, CFTC regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain retail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade.

In May 2019, FinCEN issued guidance relating to how the Bank Secrecy Act (“BSA”) and its implementing regulations relating to money services businesses apply to certain businesses that transact in convertible virtual currencies. Under this guidance, an entity conducting “money transmission services” related to Bitcoin would constitute money transmission services for “virtual currency” or “convertible virtual currencies” and thus may be deemed a “money services business” that would be subject to the BSA and its implementing regulations. Although the guidance generally indicates that certain mining and mining pool operations will not be treated as money transmission services, the guidance also addresses when certain activities, including certain services offered in connection with operating mining pools such as hosting convertible virtual currency wallets on behalf of pool members or purchasers of computer mining power, may be subject to regulation. Although we believe that our mining activities do not presently trigger FinCEN registration

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requirements under the BSA, if our activities cause us to be deemed a “money transmitter,” “money services business” or equivalent designation, under federal law, we may be required to register at the federal level and comply with laws that may include the implementation of anti-money laundering programs, reporting and recordkeeping regimes and other operational requirements. In such an event, to the extent we decide to proceed with some or all of our operations, the required registration and regulatory compliance steps may result in extraordinary, non-recurring expenses to us, as well as ongoing recurring compliance costs, possibly affecting an investment in the Ordinary shares, operating results or financial condition in a material and adverse manner. Failure to comply with these requirements may expose us to fines, penalties and/or interruptions in our operations that could have a material adverse effect on our financial position, results of operations and cash flows.

States such as California and Louisiana, and state financial regulators such as the New York State Department of Financial Services (“NYDFS”) have also implemented licensure regimes, or repurposed pre-existing fiat money transmission licensure regimes, for the supervision, examination and regulation of companies that engage in certain digital assets activities. The NYDFS requires that businesses apply for and receive a license, known as the “BitLicense,” to participate in a “virtual currency business activity” in New York or with New York customers, and prohibits any person or entity involved in such activity from conducting activities without a license. Subject to certain exemptions, virtual currency business activity includes virtual currency transmission, storing, holding, maintaining custody, buying or selling as a customer business or controlling, administering or issuing virtual currency. Louisiana also has enacted a licensure regime for companies engaging in a “virtual currency business activity.” In October 2023, California enacted the Digital Financial Assets Law (“DFAL”). Once licensed, the licensee must comply with requirements related to record maintenance, fee and risk disclosures, cybersecurity, customer protection, and anti-fraud and anti-money laundering. Subject to certain exemptions, digital financial asset business activities under the DFAL include: exchanging, transferring, or storing a digital financial asset; holding electronic precious metals or electronic certificates representing interests in precious metals on behalf of another person or issuing shares or electronic certificates representing interests in precious metals; and exchanging one or more digital representations of value within certain online gaming systems. “Digital financial assets” are defined by the DFAL as any “digital representation of value that is used as a medium of exchange, unit of account, or store of value, and that is not legal tender, whether or not denominated in legal tender,” but that does not include (i) a transaction in which a merchant grants, as part of an affinity or rewards program, value that cannot be taken from or exchanged with the merchant for legal tender, bank or credit union credit, or a digital financial asset, (ii) a digital representation of value issued by or on behalf of a publisher and used solely within an online game, game platform, or family of games sold by the same publisher or offered on the same game platform, or (iii) a security registered with or exempt from registration with the SEC or a security qualified with or exempt from qualifications with the department.

Some state legislatures have amended their money transmitter statutes to require businesses engaging in certain digital assets activities to seek licensure as a money transmitter, and some state financial regulators have issued guidance applying existing money transmitter licensure requirements to certain digital assets businesses. Some state money transmitter statutes define money (or the applicable defined term under the relevant money transmitter statute) as including legal tender in the U.S. or abroad, which would include Bitcoin. The Conference of State Bank Supervisors also has proposed a model statute for state level digital assets regulation. Although we believe that our mining activities do not presently trigger these state licensing requirements in any state in which we operate or plan to operate, if our activities cause us to be deemed a “money transmitter,” “money services business” or equivalent designation under the law of any state in which we operate or plan to operate, we may be required to seek a license or register at the state-level and comply with laws that may include the implementation of anti-money laundering programs, reporting and recordkeeping regimes, consumer protective safeguards and other operational requirements. In such an event, to the extent we decide to proceed with some or all of our operations, the required registrations, licensure and regulatory compliance steps may result in extraordinary, non-recurring expenses to us, as well as ongoing recurring compliance costs, possibly affecting an investment in our Ordinary shares or our net income in a material and adverse manner. Failure to comply with these requirements may expose us to fines, penalties and/or interruptions in our operations that could have a material adverse effect on our financial position, results of operations and cash flows.

There is also increasing attention being paid by United States federal and state energy regulatory authorities as the total electricity consumption of data center operations grows and potentially alters the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies are also actively reviewing or discussing legislation to address the impact of data center operations in their respective states. See “Risk Factors—Risks Related to

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Regulations and Regulatory Frameworks—Bitcoin mining and AI Cloud Services are energy-intensive, which may restrict the geographic locations of our operations, in particular, to locations with renewable sources of power,” and “—Governments, politicians, regulators and utilities may potentially restrict or delay the ability of electricity suppliers to provide electricity and timely grid connections to AI Cloud Service providers or Bitcoin miners, including us, or AI Cloud Services or Bitcoin mining generally.”

Regulation Outside the U.S.

Until recently, digital assets taking the form of assets designed for the exchange of value (such as Bitcoin) generally remain outside of the financial services regulatory perimeter at an EU level and in a number of EU member states (as well as the UK), other than in respect of anti-money laundering (as discussed below). Nonetheless, the regulatory treatment of any particular digital assets is highly fact specific. However, the adoption of the “Markets in Crypto Assets Regulation” (also known as “MiCA”) has had a significant impact on firms engaging in digital asset related businesses in the EU. MiCA, which entered into force on June 29, 2023, establishes a harmonized pan-EU regulatory regime for crypto-assets. While a small number of crypto-assets are already subject to existing financial services legislation, such as security tokens that qualify as financial instruments under the recast Markets in Financial Instruments Directive, MiCA applies to unregulated crypto-assets (for example, Bitcoin and Ether) as well as asset-referencing tokens.

In the UK, measures have been adopted that will bring currently unregulated crypto-assets within the regulatory perimeter. That means firms are only be able to advertise their crypto-asset related services to UK customers if they are registered with the Financial Conduct Authority (FCA) under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the content of the advertisement is approved by a person authorized under the Financial Services and Markets Act 2000 (FSMA 2000) in the UK or the communication falls within an applicable exemption. In addition, legislation has been passed that will bring certain crypto-assets and crypto-asset activities within the scope of existing UK financial services regulation in 2027. The activities covered by the legislation include (i) safeguarding qualifying crypto-assets; (iii) operating a crypto-asset trading platform; (iv) dealing in qualifying crypto-assets as principal or as agent; (v) arranging deals in qualifying crypto-assets; and (vi) staking qualifying crypto-assets. Once implemented, any person performing these crypto-asset activities “by way of business” in the UK will need to be authorized by the FCA in the same way as traditional financial service providers. This will not change following the implementation of the new regulatory regime for crypto-assets in 2027.

As a result of the measures adopted by the EU and the UK described above, firms carrying on crypto-asset activities and providing services to clients will, or will in the near future, become subject to the types of regulatory requirements that apply to traditional financial services firms, such as the need to obtain authorization, conduct of business and systems and controls standards and regulatory capital requirements.

In Canada, “money services businesses” (“MSB”) are regulated under the federal Proceeds of Crime (Money Laundering) and Terrorist Financing Act (“PCMLTFA”). The definition of MSB includes “dealing in virtual currency” and also applies to any entity that holds a permit, license or registration relating to that activity. Both “domestic” and “foreign” MSBs are subject to registration and to reporting, record-keeping, Know-Your-Client and compliance requirements under the PCMLTFA. In British Columbia, the Money Services Businesses Act (the “BCMSBA”) received royal assent in May 2023. Once this legislation is in force and implementing regulations have been enacted, MSBs subject to the jurisdiction of the BC Financial Services Authority will similarly be required to register under the BCMSBA.

The Canadian Securities Administrators (“CSA”) have issued regulatory guidance on the circumstances under which the CSA will consider an entity that facilitates transactions relating to “cryptoassets” to be subject to provincial securities and derivatives regulatory requirements in relation to exchange or platform recognition and dealer registration. Although Bitcoin itself is not generally regulated as a “security” under provincial securities laws, the CSA have taken the view that where a cryptoasset trading platform does not provide immediate delivery of a cryptoasset to a customer and if ownership,

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possession and control of a cryptoasset do not pass upon delivery of the cryptoasset, the customer’s contractual rights relating to the cryptoasset may constitute a ‘security’ or derivative under Canadian securities laws.

In June 2023, the Canadian government modified its value added tax (“GST/HST”) legislation specifically in relation to businesses that are involved in Canadian Bitcoin-related activities (including mining activities) and their associated suppliers. These legislative changes can eliminate the recovery of GST/HST in Canada on taxable inputs to our business. Any such unrecoverable GST/HST increases the cost of all taxable inputs to our business in Canada including electricity, capital equipment, services and intellectual property acquired by our subsidiaries that operate in Canada. We are currently subject to audits and an administrative appeal relating to GST/HST “input tax credits,” and the outcome of such audits and appeal could reduce the amount of certain input tax credits we are able to recover for certain historical periods as well as going forward.

FATF, an independent inter-governmental standard-setting body of which the U.S., Australia and Canada are members, develops and promotes policies to protect the global financial system against money laundering, terrorist financing and the financing of proliferation of weapons of mass destruction. FATF generally refers to a digital asset as a form of “virtual currency,” a digital representation of value that does not have legal tender status.

Environmental, Health and Safety Matters

Our operations and properties are subject to extensive laws and regulations governing health and safety, the discharge of pollutants into the environment or otherwise relating to health, safety and environmental protection requirements in countries and localities in which we operate. These laws and regulations may impose numerous obligations that are applicable to us, including acquisition of a permit or other approval before conducting construction, commencing operations or other regulated activities; restrictions on the types, quantities and concentration of materials and substances that can be released into the environment; limitation or prohibition of construction and operating activities in environmentally sensitive areas, such as wetlands or areas with endangered plants or species; imposition of specific health and safety standards addressing worker protection from work-related health and safety risks; imposition of certain zoning, building code and energy-efficiency standards and imposition of significant liabilities for pollution, including investigation, remedial and clean-up costs. Failure to comply with these requirements may expose us to fines, penalties and/or interruptions in our operations, among other sanctions, that could have a material adverse effect on our financial position, results of operations and cash flows. Certain environmental laws may impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances have been disposed of or otherwise released into the environment, including at current or former properties owned or operated by us, even under circumstances where the hazardous substances were released by prior owners or operators or the activities conducted and from which a release emanated complied with applicable law. Moreover, it is not uncommon for neighboring landowners, community groups, activists and other third parties to file claims for personal injury, property damage and nuisance allegedly caused by noise or the release of hazardous substances into the environment.

Environmental, health and safety laws and regulations are subject to change.

Energy and water

Concerns have been raised about the amount of electricity required to power, and water required to cool, data center operations, including to secure and maintain AI Cloud Services and digital asset networks. As described above, we procure electricity under arrangements tailored to the structure of the applicable regional power market. Due to concerns around water and power consumption (including from local community and public interest actors), including as they relate to public utilities companies, as well as the impacts of greenhouse gas emissions associated with fossil fuel based power on global climate change, or other environmental issues such as biodiversity, pollution and local amenity, or social issues such as human rights and labor markets, various foreign, local, state, provincial and federal authorities have implemented, or are considering implementing, moratoria, planning restrictions or other limitations on the provision of land, water or electricity to data center developments, AI Cloud Services and digital asset mining in general.

See “Item 1A. Risk Factors—Risks Related to Our Business—Any electricity outage, non-supply or limitation of electricity supply, including as a result of political pressures or regulations, or increase in electricity costs may result in

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material impacts to our operations and financial performance,” “—Risks Related to Our Business—AI Cloud Services are energy-intensive, which may restrict the geographic locations of our operations, in particular, to locations with renewable sources of power,” and “—Governments, politicians, regulators and utilities may potentially restrict or delay the ability of electricity suppliers to provide electricity and timely grid connections to AI Cloud Service providers or Bitcoin miners, including us, or AI Cloud Services or Bitcoin mining generally.”

Intellectual Property

Our ability to conduct our business in a profitable manner relies in part on our proprietary methods and designs, which we protect as trade secrets. We rely upon trade secret laws, physical and technological security measures and contractual commitments to protect our trade secrets, including entering into nondisclosure agreements with employees, consultants and third parties with access to our trade secrets. However, such measures may not provide adequate protection and the value of our trade secrets could be lost through misappropriation or breach of our confidentiality agreements. Furthermore, third parties may claim that we are infringing upon their intellectual property rights, which may prevent or inhibit our operations and cause us to suffer significant litigation expense even if these claims have no merit. See “Item 1A. Risk Factors—Risks Related to Intellectual Property.”

Corporate Information

We were originally incorporated under the laws of New South Wales, Australia, on November 6, 2018 as “Iris Energy Pty Ltd” an Australian proprietary company. On October 7, 2021, we converted into a public company named “Iris Energy Limited” under Australian law, and on November 19, 2021, we closed our initial public offering (“IPO”) in the United States. As of February 15, 2024, we commenced doing business as “IREN” and on November 27, 2024 we changed the name of the Company to “IREN Limited.”

Available Information

Our reports filed with or furnished to the SEC pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available, free of charge, on the “Investor Hub” section of our website at https://iren.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We use the Investor Hub section of our website and our social media accounts on X @IREN_Ltd and on LinkedIn @IREN as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our website, in addition to following our press releases, SEC filings, and public conference calls and webcasts. Further, references to website URLs are intended to be inactive textual references only.

ITEM 1A. RISK FACTORS

An investment in our Ordinary shares is subject to a number of risks. You should carefully consider the following risk factors, which should be read in conjunction with all the other information presented in this Annual Report. It is important to note that subsequent developments may impact their relevance. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we do not know about or currently think are immaterial may also impair our business operations. Any of the following risks, if they occur, could materially and adversely affect our business, results of operations, financial condition, and cash flows.

Risks Related to Our Business

We have a history of operating losses, and we may incur net losses in the future.

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. We incurred a net loss of $702.6 million for the fiscal year ended June 30, 2026, and while we achieved net income of $86.9 million in 2025, we have historically generally incurred net losses.

We have been expanding and diversifying our revenue sources into AI Cloud Services, and we aim to substantially complete this transition from Bitcoin mining by December 31, 2026. We expect to make substantial additional investments as we continue to grow and expand AI Cloud Services and wind down Bitcoin mining, in addition to ongoing investments to maintain and enhance the efficiency of our operations. We may not be successful in executing our business plan and expanding our revenue sources, maintaining profitability, and meeting other metrics to measure success, and you may not achieve a return on your investment.

In addition, our business requires substantial ongoing operating expenditures. As a result, our operating expenses may be greater than we anticipate in future periods, which would adversely impact our operating results.

Our success will ultimately depend on our ability to achieve and maintain profitability.

Our business has grown rapidly and we have an evolving business model and strategy.

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 growth strategy includes expanding and diversifying our revenue sources by expanding into new markets. We began providing AI Cloud Services in 2024, and the continued growth of AI Cloud Services is a key element of this strategy. Factors

including inflation, tariffs, and interest rates may all impact the amount of capital required and the terms upon which we can obtain such capital. We will continue to review our expansion plans in light of such factors, and our expansion plans may be delayed or may change as a result. Our expansion into AI Cloud Services, and any other changes in our business model or modifications to our strategy, may not be successful and they may result in harm to our business. Even if successful, such changes and modifications may increase the complexity of our business and place significant strain on our management, personnel, operations, systems, technical performance, financial resources and internal control and reporting functions.

Moreover, we may not be able to manage growth effectively, which could damage our reputation, limit our growth and adversely affect our operating results. As a result, we are subject to many risks common to growing companies, including under-capitalization, cash shortages, limitations concerning personnel, financial and other resources, lack of revenues and limited profitability or losses. Further, we may not successfully identify all emerging trends and growth opportunities within the AI Cloud Services market or other markets we seek to expand into, and we may lose out on such opportunities. Any of the foregoing could have a material adverse effect on our business, prospects, results of operations and financial condition.

Our growth strategy may take significant time and expenditure to implement and our efforts may not be successful.

The continued development of our existing and planned facilities to implement the expansion of our AI Cloud Services business is subject to various factors, some of which are beyond our control. There may be difficulties in integrating new equipment into existing infrastructure, constraints on our ability to connect to or procure the expected electricity supply capacity at our facilities, defects in design, construction or installed equipment, diversion of management resources, insufficient funding or other resource constraints. Actual costs for development may exceed our planned budget.

We intend to execute on our growth strategy in part by acquiring and developing additional sites, taking into account a number of important characteristics such as availability of energy, electrical infrastructure and related costs, geographic location and the local regulatory environment. We may have difficulty finding sites that satisfy our requirements at a commercially viable price or our timing requirements. Furthermore, there may be significant competition for suitable data center sites, and government regulators, including local permitting officials, may restrict our ability to set up data center operations in certain locations.

In addition, estimated power availability at sites secured could be materially less than initially expected, available too late, delayed, or not available in each case whether at sustainable cost or at all. Furthermore, the ability to secure connection agreements to access such power sources and permits, approvals and/or licenses to construct and operate our facilities could be delayed by regulatory approval processes, may not be successful or may be cost-prohibitive.

Development and construction delays, increased development and construction costs, cost overruns, changes in market circumstances, availability and cost of construction materials, environmental or community constraints, an inability to find suitable and feasible data center locations as part of our expansion and other factors may adversely affect our growth plans as well as our operations, financial position and financial performance. We will continue to review our growth strategy

expansion plans in light of evolving market conditions. Any such delays, and any failure to execute on our growth strategy and expansion plans, could adversely impact our business, financial condition, cash flows and results of operations.

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.

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. If we do not generate sufficient revenue from customers of our AI Cloud Services, we may not realize the benefit of these capital expenditures. 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. 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. 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 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.

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.

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.

The continued expansion of our AI Cloud Services business exposes us to evolving competitive, legal and regulatory risks, including emerging regulation of artificial intelligence.

Due to the rapidly changing nature of our industry, we continuously face new competitors and new business models, and the purchasing behavior and demands of customers in our industry continue to evolve, including as major technology companies develop their own data centers and compute capacity, rather than procuring it from third parties. Many of our competitors are larger, have longer operating histories and significantly greater resources than we do. Certain competitors may have access to more competitively priced power, a greater access to power and a better capacity to timely secure grid connections. As a result, any AI Cloud Services we develop

may not be adopted by the market, be profitable, or be viable. Our shorter operating history in AI Cloud Services relative to some competitors could make it more difficult to execute on this growth strategy or adapt to market changes.

Our investments in further developing and offering AI Cloud Services as well as our remaining Bitcoin mining business may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks, ethical concerns or other complications that could adversely affect our business, reputation, results of operations or financial condition. Complying with multiple evolving laws, rules and regulations from different jurisdictions related to new solutions that we develop could increase our cost of doing business or may change the way that we operate in certain jurisdictions. We may not be able to adequately anticipate or respond to these evolving laws and regulations, and we may need to expend additional resources to adjust our offerings in certain jurisdictions if applicable legal frameworks are inconsistent across jurisdictions.

For example, the European Union (“EU”) has adopted the Artificial Intelligence Act (“AI Act”), which establishes, among other things, a risk-based governance framework for regulating artificial intelligence systems operating in the EU. For example, the AI Act prohibits certain uses of artificial intelligence systems and places numerous obligations on providers and deployers of permitted artificial intelligence systems, with heightened requirements based on artificial intelligence systems that are considered high-risk. Similarly, other jurisdictions, such as Canada and certain U.S. states, have also implemented or are considering regulatory frameworks and AI strategies. In April 2023, the U.S. Federal Trade Commission, Department of Justice, Consumer Financial Protection Bureau and Equal Employment Opportunity Commission issued a joint statement on artificial intelligence, demonstrating their interest in monitoring the development and use of automated systems and enforcement of their respective laws and regulations.

Furthermore, concerns regarding third-party use of artificial intelligence for purposes contrary to governmental and societal interests, including concerns relating to the misuse of artificial intelligence applications, models, and solutions could result in restrictions on artificial intelligence products.

It is also unclear how our status as an infrastructure provider for customers developing and deploying artificial intelligence applications, as opposed to developing such applications ourselves, will affect the applicability of these existing or proposed laws, regulatory frameworks and other restrictions with respect to any AI Cloud Services we may offer from time to time. However, it is possible that such regimes will impose obligations on infrastructure providers, such as us, to oversee, monitor or restrict the use of AI systems that are trained or deployed on our systems, and/or to ensure compliance with such regulatory frameworks and other restrictions. If our customers violate existing or proposed regulatory regimes or other restrictions, or if they use our services for unlawful, harmful or non-compliant purposes, we could be subject to regulatory investigations, regulatory fines, reputational damage or liability for any such actions, even if we do not control the customer applications. Further, AI Cloud Services customers increasingly are looking to pass through their regulatory obligations and other liabilities to their outsourced data center providers, and we may not be able to limit

our liability or damages in an event of loss suffered by such customers whether as a result of our breach of an agreement or otherwise.

These competitive, operational, legal and regulatory risks are evolving and uncertain and could impact our business in ways we cannot predict.

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.

Failure to effectively realize or manage our growth could place strains on our managerial, operational and financial resources and could adversely affect our business and operating results.

Our current and future growth, including increases in the number of our strategic relationships and our strategy of diversifying our revenue sources, may place a strain on our managerial, operational and financial resources and systems, as well as on our management team. We may not be successful in growing our business, or at managing our growth effectively. Any of the foregoing could limit our growth and could have a material adverse effect on our business, prospects, results of operations and financial condition.

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.

Changing political and geopolitical conditions, including changing international trade policies and the implementation of wide-ranging, reciprocal and retaliatory tariffs, surtaxes and other similar import or export duties, or trade restrictions, could adversely impact our business, prospects, operations and financial performance.

Changes in political and geopolitical conditions may be difficult to predict and may adversely affect our business, prospects, operations and financial performance. For example, changes in political and geopolitical conditions may lead to

changes in governmental policies, laws and regulations, including with respect to sanctions, taxes, tariffs, surtaxes and other similar import or export duties, import and export controls or restrictions, tariff rate quotas, and the general movement of goods, materials, services and capital, or may lead to uncertainty as to the potential for such changes. We have data centers and/or data center sites located in North America, Europe, and Australia. We have historically sourced miners and certain other hardware and equipment from suppliers that have previously had, and may continue to have, operations in China and Southeast Asian countries. Accordingly, our business, prospects, operations and financial condition may be significantly impacted by such changes in political and geopolitical conditions, and in particular by changes in international trade policies, including the imposition of tariffs, surcharges and other similar import or export duties, or trade restrictions including tariff rate quotas, as well as by uncertainty with respect to the potential for such changes.

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.

In addition, certain foreign countries have changed, and others may in the future change, their trade policies in response to changes in U.S. tariff policies, including by imposing reciprocal or retaliatory tariffs, surcharges or other similar import or export duties, and trade restrictions including tariff rate quotas, which may in turn escalate and result in a “trade war” or worsen an existing “trade war”. Any escalated trade war could have a significant adverse effect on world trade and the world economy.

Further, the U.S. Customs and Border Protection or other governmental agencies can dispute the origin of any imports into the U.S., which could in turn result in the imposition of higher tariffs than we previously paid or anticipated with

respect to such hardware and equipment. For example, in April 2025, we received a Notice of Action (“NOA”) from the U.S. Customs and Border Protection challenging the country of origin of Bitcoin miners imported between April 2024 and February 2025 from Indonesia, Thailand and Malaysia, asserting that the origin of such miners is China and that tariffs are payable at a higher rate of 25% applicable to China as a result. It is possible we may receive similar notices for additional hardware or equipment that we have previously imported, as well as hardware or equipment that are currently in shipment or that we may import in the future, including shipments of GPUs. While we believe these notices of dispute are without merit based on representations and supporting documentation from the seller of the applicable hardware or equipment and have filed protests with the U.S. Customs and Border Protection, if we are unsuccessful we may owe additional tariffs of up to approximately $100 million with respect to the import of such hardware or equipment. Any such additional tariffs could be material and could materially impact our business, prospects, operations and financial performance.

These shifts in trade policies in the U.S. and other countries are rapidly evolving and difficult to predict. The ultimate impact of any announced or future tariffs, surtaxes, or other similar import or export duties, and trade restrictions will depend on various factors, including what is ultimately implemented, the timing of implementation and the amount, scope and nature of such measures and potential exclusions from the application of those measures. The potential implications of such uncertainty, which include trade barriers, exchange rate fluctuations, rising costs for miners and other hardware and equipment and broader market contractions, could adversely affect our business, prospects, operations and financial performance.

Our indebtedness and liabilities could limit the cash flow available for our operations and expose us to risks that could adversely affect our business, financial condition and results of operations.

As of June 30, 2026, excluding our intercompany indebtedness and liabilities, we had $7,976.0 million principal amount of outstanding indebtedness (consisting of $7,705.6 million of debt (see Note 23. Debt) and $270.4 million of finance leases (see Note 22. Finance leases)), and approximately $1,825.4 million of trade and other payables. We have also entered into equipment leasing arrangements with respect to certain GPUs which are supported by guarantees from the Company. We may enter into additional equipment leasing agreements or other equipment financing arrangements from time to time, and expect to incur additional indebtedness to meet future financing needs. For instance, given constrained GPU supply and long lead times, we may commit to purchases of GPU and related hardware and commence the related site development in advance of arranging the asset-backed financing secured against that hardware and the customer cash flows it supports, and in certain cases in advance of executing customer contracts for the related capacity. Our indebtedness and such liabilities could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:

•increasing our vulnerability to adverse economic and industry conditions and risk of default;

•limiting our ability to obtain additional financing;

•requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;

•limiting our flexibility to plan for, or react to, changes in our business;

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

•diluting the interests of our existing shareholders as a result of issuing our Ordinary shares upon conversion of the convertible notes; and

•placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

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. 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.

We also utilize equipment loans, equipment leases and other equipment financing arrangements to finance GPUs and other equipment required for our business. For example, in August 2026, one of our wholly owned subsidiaries entered into financing agreements providing for approximately $2.4 billion of aggregate financing to finance GPU servers and ancillary equipment located at our Mackenzie data center facilities, with funding to occur on a pro rata basis as the relevant equipment is accepted through December 31, 2026. Although our existing equipment loans and leases are entered into through wholly owned special purpose subsidiaries of the Company, as borrowers or lessees, as applicable, payment with respect to such loans or leases are guaranteed by the Company. Any of the foregoing could have a material adverse impact on our operating capacity as well as our business, results of operations and financial condition.

Certain of our existing and future financing arrangements may also contain cross-default or cross-acceleration provisions, pursuant to which a default under, or acceleration of, one financing arrangement could result in a default under, or permit the acceleration of, other financing arrangements. If we fail to comply with any such covenants or to make payments under any such indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full. Similarly, if we fail to comply with covenants under any financing arrangements, including indebtedness incurred by our subsidiaries to finance projects or equipment, the applicable financing arrangement could be terminated and the relevant collateral could be repossessed by the applicable creditor, which could have a material adverse impact on our operating capacity ability. Any of the foregoing could adversely impact our financial condition, cash flows and results of operations.

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.

Our operating results have fluctuated significantly and may continue to fluctuate significantly as a result of several different factors.

Our operating results have in the past fluctuated significantly as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

•our ability to construct, energize, commission and deliver contracted AI Cloud Services capacity in accordance with agreed deployment schedules, and the timing of customer testing and acceptance;

•the utilization of our data centers and deployed GPU fleet, and the timing, pricing, ramp periods and other terms of our customer contracts, including any service credits we may be required to provide;

•the availability, cost and terms of financing for our capital expenditures and growth;

•the performance and availability of the software used to deliver our AI Cloud Services, including orchestration, monitoring and support software;

•the financial strength of market participants and our counterparties and customers;

•increased competition from new and existing competitors, and potential lost opportunities due to the relative financial strength of other market participants;

•changes in consumer preferences and perceived value of AI Cloud Services;

•our evolving business strategy, including expanding and diversifying into additional markets (such as AI Cloud Services) and the development and introduction of existing and new products and technology by us, our competitors or others;

•our ability to effectively grow our AI Cloud Services business and penetrate the market;

•our ability to acquire and retain customers for AI Cloud Services;

•increases in operating expenses that we expect to incur to grow and expand our operations and to remain competitive;

•the level of interest rates and inflation;

•changes in the legislative or regulatory environment or ethical standards, or actions by governments or regulators that impact trade restrictions, the provision of electricity to AI Cloud Services providers, monetary policies or, pending completion of the transition of our Bitcoin mining operations, the digital assets industry;

•the availability, pricing and delivery timing of GPUs, networking and storage equipment, and related installation costs;

•access to cost-effective sources of electrical power and renewable energy or renewable energy certificates;

•our reliance on trusted suppliers for equipment with long and unpredictable lead times, driven by capacity-constrained supply chains for AI infrastructure;

•adverse legal proceedings or regulatory enforcement actions, judgments, settlements or other legal proceeding and enforcement-related costs;

•system or equipment failure or outages, including with respect to our hardware, software, data center infrastructure, power supply and third party networks;

•breaches of security or data privacy;

•our ability to attract and retain talent; and

•prior to the completion of the transition of our Bitcoin mining operations, conditions in the Bitcoin and broader digital asset markets, including the price of Bitcoin, transaction fees, network security, and any market failures or loss of confidence across digital asset markets.

Our operating results in one or more future periods may continue to fluctuate significantly as a result of these or other factors, and may fall below the expectations of securities analysts and investors. As a result, the trading price of our Ordinary shares may increase or decrease significantly.

Our business is highly dependent on a small number of equipment suppliers, and any failure by us or our suppliers to perform under the relevant supply contracts could materially impact our operating results and financial condition.

In particular, the expansion of our AI Cloud Services business depends on, among other things, the timely delivery of large volumes of GPUs and ancillary equipment. The market price and availability of such hardware can be volatile based on market supply and demand dynamics. Given the long production period to manufacture and assemble hardware and exposure to potential shortages in global semiconductor chip supply, we may be unable to acquire enough hardware or replacement parts on a cost-effective basis, or at all, to meet our obligations under customer contracts or for the ongoing maintenance and expansion of our operations.

In particular, we source certain hardware solutions (such as GPUs, networking and storage equipment utilized for AI Cloud Services) from a limited number of suppliers, including NVIDIA, AMD, Dell Technologies, Lenovo, Supermicro, Gigabyte and leading storage and networking providers.

As a result, supplies of equipment we require in order to develop, construct, operate and maintain our facilities or to pursue our business strategy, may not be available when required on terms that are acceptable to us, or at all. If we cannot obtain a sufficient quantity of equipment at commercially acceptable prices and on a timely basis, our ability to meet our obligations under customer contracts, our ability to generate revenue under our customer contracts, our growth expectations, our ability to expand into additional markets, as well as our liquidity, financial condition and results of operations, will be adversely impacted and any such impacts could be material.

Additionally, our third-party manufacturers and suppliers may be late in delivery, cancel or default on their supply obligations or deliver underperforming or faulty equipment. In particular, there have been industry-wide delays affecting the supply of certain hardware solutions (such as GPUs and certain networking equipment utilized for AI Cloud Services) by certain suppliers, and there can be no assurance that such delays will not persist or occur again in the future. For example, delivery delays due to industry-wide component shortages, principally relating to NVIDIA equipment, have in the past resulted in delayed delivery of certain equipment required to meet our obligations with respect to the delivery of Horizon 1 under the Microsoft Agreement, and we may experience similar or other delays in the future. While 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 2026 to the beginning of Q2 2027. We may also experience similar or other delivery delays in the future.

Equipment purchase contracts may not be favorable to purchasers and we may have little or no recourse in the event an equipment manufacturer defaults on its supply obligations or delivers underperforming or faulty equipment. While some of our supply contracts may contain equipment warranties and protections with respect to late delivery, we may not be able to successfully claim against these warranties, our suppliers may dispute whether any such warranties apply, or they may be inadequate to compensate for the impact to our operating results and financial condition.

It is also necessary for us to establish and maintain relationships with hardware manufacturers in order to secure the supply of hardware solutions to meet our obligations under customer contracts, remain competitive and to pursue our growth strategies. Our competitors may be larger and may have preferred customer relationships that may put us at a competitive disadvantage with respect to securing the supply of such hardware.

Any delay or failure by any of our suppliers to manufacture and deliver equipment in accordance with the agreed schedules or at all, or any defects in such equipment, could delay or otherwise impact our ability to deliver AI Cloud Services capacity in accordance with the schedules specified in those contracts. If we fail to meet our obligations to deliver AI Cloud Services capacity, the commencement of revenue under the relevant contracts may be delayed or forgone, and we may be required to provide service credits, delay credits, or other remedies, or incur liquidated or other damages, any of which could be significant. In addition, our customers may have the right to reduce their committed capacity or terminate their contracts in certain circumstances if we fail to meet our obligations under customer contracts. While certain of our customer contracts include grace periods with respect to delays in delivery of the contract AI Cloud Services capacity and/or exclude certain types of delays, any such flexibility may not be sufficient to address delays or other issues that we experience. Litigation relating to our equipment supply arrangements, equipment that we acquire or our customer contracts, including relating to the applicability of grace periods or exclusions or equipment warranties or protections, could be costly, time consuming and distracting for management, and could result in significant expenses and liability for us. Our efforts to enforce our rights may be met with defenses, counterclaims and countersuits, and may fail to compensate us for the impact of delivery delays or faulty or underperforming equipment. Any of the foregoing could have a material adverse effect on our liquidity, financial condition and results of operations, and could also harm our reputation, make it more difficult to win future contracts and adversely affect our ability to finance the associated infrastructure.

Our hardware suppliers have previously had, and may continue to have, operations in China, and China’s economic, political and social conditions, as well as changes in any government policies, laws and regulations, could have a material adverse effect on our business.

Our hardware suppliers have previously had, and may continue to have, operations in China and a significant portion of our revenues may be derived from material produced in China.

The People’s Republic of China (“PRC”) government exercises significant control over China’s economy through allocations of resources, control over the incurrence and payment of foreign currency-denominated obligations, setting of monetary policy and providing preferential treatment to particular industries or companies. The PRC legal system also continues to evolve rapidly, so interpretations of laws, regulations and rules are not always uniform and enforcement of such laws, regulations and rules involve uncertainties. Uncertainties due to evolving laws and regulations could also impede the ability of a China-based company, such as Bitmain, to obtain or maintain permits or licenses required to conduct business in China. Changes in any of these policies, laws and regulations, or the interpretations thereof, as they relate to the mining hardware suppliers, could have an adverse impact on our business.

In addition, international trade policies with China remain in flux, and changes to such policies may impact our supply chain. For example, the countries in which we operate could expand or impose, as applicable, economic sanctions on China, or businesses operating in China, that would impact our ability to do business with and import from businesses that operate in China. Any such actions, or countermeasures taken by China, could materially impact our business, prospects or operations.

We generally act as our own general contractor for the construction of our data centers and do not have the benefit of a traditional fixed-price engineering, procurement and construction (“EPC”) contract, which limits our contractual protections with respect to construction costs and timelines.

We are therefore subject to varying degrees of contractual risk across the individual contractors we engage, and the liquidated damages, delay remedies or other contractual protections available to us may not fully compensate us for cost overruns or delays.

Supply chain and logistics issues for us, our contractors or our suppliers may frustrate or delay our expansion plans or increase the cost of acquiring AI hardware or constructing our infrastructure.

The equipment used in our operations is generally manufactured by third parties using a large amount of commodity inputs (for example, steel, copper, aluminum). Many manufacturing businesses globally are currently experiencing supply chain issues and increased costs with respect to such commodities and other materials and labor used in their production processes, which is due to a complex array of factors including increased demand from the AI Cloud Services, data center, Bitcoin mining, and other industries, and which can occur from time to time. Procurement from suppliers which manufacture equipment outside of North America is also exposed to additional risks such as regulatory changes (for example, a tariff or ban on equipment imported or exported from certain jurisdictions) and global freight disruptions.

Additionally, shortages in global semiconductor chip supply, other supplies, or other equipment may impact procurement timelines for equipment. Shipments of equipment may face significant hurdles due to logistical constraints and bottlenecks. The delivery of equipment is subject to the fluctuations of supply and demand for air and sea freight, as well as the availability of local logistics companies, coupled with possible local congestion at key processing locations, such as airports or pickup warehouses. Additionally, there are inherent risks associated with transit, including potential damage, loss or theft of equipment. Further, if we fail to meet, or are delayed in meeting, our obligations to deliver AI Cloud Services capacity as a result of delays in the delivery of equipment, the commencement of revenue under the relevant contracts may be delayed or forgone, and we may be required to provide service credits, delay credits, or other remedies, or incur liquidated or other damages, any of which could be significant. In addition, our customers may have the right to reduce their committed capacity or terminate their contracts in certain circumstances if we fail to meet our obligations under customer contracts.

OEMs, chipmakers and suppliers of equipment used in our operations (including GPUs and other hardware required for any current or future AI Cloud Services we offer), may from time-to-time increase the prices at which they sell such equipment to us, whether due to increased input costs, strong demand, capacity constraints or other market conditions. We may not have any contractual protection against such price increases, and even where we do, we may not be able to negotiate or enforce terms that fully mitigate their impact in our contracts with customers. Any such price increases would

raise the cost of acquiring the relevant equipment and deploying our AI Cloud Services and could materially and adversely affect our business, financial condition and results of operations.

Many of the manufacturers of our equipment are located outside of the jurisdictions in which we have facilities and sites, necessitating international shipping to enable us to incorporate the equipment into our facilities. Political and economic instability have caused many businesses to experience logistics issues in the past resulting in delayed deliveries of equipment, which could occur again in the future. Such supply chain disruptions can potentially cause material impacts to our operating performance and financial position if delivery of equipment for our facilities is delayed.

Any electricity outage, non-supply or limitation of electricity supply, including as a result of political pressures or regulations, or increase in electricity costs may result in material impacts to our operations and financial performance.

Our primary input is electricity. We rely on third parties, including utility providers, for the reliable and sufficient supply of electricity to our infrastructure.

Our growth strategy includes continued expansion of our data centers, with a focus on expanding our AI Cloud Services. Further, we may experience delays in procuring power due to various factors outside of our control. Even if we are able to procure the power that we may require to implement our development plans, the relevant utility providers may impose onerous conditions that may adversely impact the feasibility or economics of our facilities. Any of the foregoing could adversely impact our growth plans, result in delays, and/or result in additional capital expenditure and other costs with respect to the development of our facilities, which could have a material adverse impact on our business, financial performance, financial condition and results of operations.

These backup power supply arrangements are costly to install and any use of such backup power supplies could also be costly. Moreover, electricity outages, or the perception that our data centers do not have adequate backup electricity generation, could adversely impact our ability to compete in the market for AI Cloud Services.

Our access to electricity, or sufficient electricity, may be affected by climate-related risks, severe weather (including windstorms, tornadoes and hail), acts of God, natural and man-made disasters, political, regulatory or market operator interventions, utility equipment failure or scheduled and unscheduled maintenance that results in electricity outages to the

utility or broader electrical network facilities. These electricity outages may occur with little or no warning and be of unpredictable duration. Rising temperatures and extreme heat in the locations in which we operate will increase cooling requirements and corresponding electricity demand for our data center facilities. Further, our counterparties may be unable to deliver the required amount of power for various technical, economic or political reasons. Any such events, including any significant nonperformance by counterparties, could have a material adverse impact on our business, financial performance, financial condition and results of operations.

We may be affected by price fluctuations in the wholesale and retail power markets.

Our power arrangements may vary depending on the markets in which we operate, and comprise fixed and variable power prices, including arrangements that may contain price adjustment mechanisms in case of certain events. Furthermore, some portion of our power arrangements may be priced by reference to published index prices and, thus, reflect market movements outside of our control. Market prices for power, generation capacity and ancillary services are unpredictable. An increase in market prices for power, generation capacity or ancillary services may adversely affect our business, prospects, financial condition, and operating results. Long-term and short-term power prices may fluctuate substantially due to a variety of factors outside of our control, including, but not limited to:

•increases and decreases in the supply and type of generation capacity;

•instantaneous supply and demand balances;

•changes in network and/or market regulator fees, programs and charges;

•fuel costs and volatility;

•commodity prices;

•new generation technologies;

•changes in power transmission constraints or inefficiencies;

•climate-related risks and volatile weather conditions, particularly unusually hot or mild summers or unusually cold or warm winters, changes in precipitation patterns, and other natural or man-made disasters, including the impacts of the foregoing on the demand for power;

•technological shifts resulting in changes in the demand for power or in patterns of power usage, due to factors including increasing demand from data center operations as an industry, as well as the potential development of demand-side management tools, expansion and technological advancements in power storage capability and the development of new fuels or new technologies for the production or storage of power;

•federal, state, local and foreign power, market and environmental policy, regulation and legislation;

•changes in capacity prices and capacity markets; and

•power market structure (for example, energy-only versus energy and capacity markets).

In British Columbia, Canada, we purchase our electricity pursuant to a regulated tariff which is subject to adjustment annually. The annual adjustments may result in an increase in the cost of electricity we purchase. Any future BC Hydro rate changes may not be at a similar level, and it is possible future changes could be material increases. We may benefit from certain electricity credits, but such credits may be temporary and our cost of electricity may increase when credits expire. For example, in February 2024, BC Hydro announced an electricity affordability credit that was applicable to our operations in British Columbia, however this credit expired in May 2025. Additionally, British Columbia recently introduced legislative amendments that intend to restrict the electrical capacity available for new data center projects. As of February 1, 2026, the allocation of new electrical capacity for data center purposes in British Columbia is subject to

aggregate limits that are allocated under a competitive process administered by BC Hydro. We expect that in Oklahoma we will also purchase power pursuant to a regulated tariff.

In addition, in Texas, the electricity market is largely deregulated and operates through a competitive wholesale market across the vast majority of the state. Electricity prices in the portions of Texas with market-based pricing are subject to many factors, such as, for example: fluctuations in commodity prices including the price of fossil fuels and other energy sources; increases and decreases in generation capacity and load demand; changes in power transmission or fuel transportation capacity constraints or inefficiencies; volatile weather conditions, particularly unusually hot or mild summers or unusually cold or warm winters; technological shifts resulting in changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools, expansion and technological advancements in power storage capability; the development of new fuels or new technologies for the production or storage of power; and changes in or new proposed federal and state power, market and environmental regulation and legislation.

As part of our electricity procurement strategies in Texas, we may participate in demand response programs, load curtailment in response to prices, or other programs, including the use of automated systems to reduce our power consumption in response to market signals. In addition, some demand response programs have regulatory compliance obligations that, if not adhered to or met, may result in fines or penalties.

In Spain, we do not expect to consume material amounts of electricity until our facilities commence commercial operations, and the following risks will apply from the commencement of those operations. Spain operates a marginal wholesale electricity market with a high penetration of renewable generation. Periods of very low or near-zero prices resulting from renewable oversupply may alternate with sharp price spikes when natural gas-fired generation sets the marginal price, and Spanish wholesale prices frequently decouple from prices in continental Europe, meaning local supply or demand shocks may not be damped by imports. In addition, Spain has no material domestic natural gas production, and natural gas prices and EU carbon costs are expected to continue to set marginal power prices notwithstanding the continued growth of renewable generation; disruptions to LNG supply routes may therefore feed through to wholesale electricity prices quickly. While we may seek to enter into power purchase agreements to manage our exposure to wholesale electricity prices, such arrangements reshape rather than eliminate this exposure: absent an appropriate price cap we would remain exposed to extreme prices, and a renewables-shaped power purchase agreement would leave us with shape, profile and balancing exposure against a 24/7 load, as well as collateral and counterparty credit risk. Further, the costs of ancillary and balancing services in Spain, including frequency control, balancing and reactive power, have risen in recent years and could rise further in the future, and network tariffs and system charges, which comprise fixed and consumption-based components updated annually by the CNMC and the Spanish government, have historically operated within a fairly stable framework but remain subject to regulatory or political change. Electricity-specific taxes in Spain may also change.

In Australia, we do not expect to consume material amounts of electricity until our facilities commence commercial operations, and the following risks will apply from the commencement of those operations. In South Australia, we expect to procure electricity through the National Electricity Market, and we will have direct exposure to South Australian wholesale electricity prices unless and to the extent that such exposure is mitigated through power purchase agreements, financial hedges or other power procurement arrangements. In addition, our electricity costs will include network tariffs

and other regulated charges, which may change over time through the Australian Energy Regulator’s regulatory processes. The cost and availability of electricity may also be affected by changes to National Electricity Market rules, network investment and system-security requirements as South Australia continues to transition toward a higher-renewables electricity system. We may also incur additional costs associated with balancing, firming and ancillary services where our contracted renewable generation does not match the timing and profile of our 24/7 load. Our ability to mitigate wholesale price exposure through power purchase agreements or other hedging arrangements will depend on the availability of suitable products, including their tenor, volume, pricing structure and shape. Renewable power purchase agreements may provide substantial protection against energy price volatility but may leave us exposed to profile, basis, balancing and residual volume risk, and we may also remain exposed to counterparty credit and collateral requirements under such arrangements.

Arrangements we make to mitigate price disruptions (for example, from time to time, we seek to purchase electricity market derivatives or hedges to minimize wholesale price volatility) may not be successful in mitigating volatility or increases in wholesale market prices. Increases and fluctuations in the cost of electricity we purchase could have a material adverse effect on our business, financial performance, financial condition and results of operations. For example, electricity hedge prices vary throughout the year, with higher hedge prices typically during periods where there is expected higher volatility in the ERCOT market. If the expected volatility does not eventuate in the ERCOT market, this may lead to higher power prices as a result of lower revenues from load curtailment in response to prices. Any of the foregoing may increase our compliance obligations, affect economic terms for power, or restrict siting or loading of our AI Cloud Services operations.

There has been a substantial increase in the demand for and cost of electricity, and this has had varying levels of impact on local electricity supply and public sentiment. In addition, the amount of power required to service our AI Cloud Services depends in part on our customers’ actual workloads and utilization patterns, which are variable, difficult to predict and largely outside our control. Our customers' workloads may require more power than we anticipate when planning, contracting for or provisioning power for our data centers, and we may be required to procure additional power at short notice or at higher prices, or may be unable to do so at all, which could increase our operating costs, constrain the capacity we are able to offer, or adversely impact our ability to meet contractual requirements under our customer contracts in respect of uptime, availability or performance.

Additionally, our projects are located in local areas where renewable sources of power currently form a large portion of the generation mix, and we expect that to continue into the future. Renewable power may, depending on the source, be intermittent or variable and not always available. Some electrical grids have little storage capacity, and the balance between electricity supply and demand must be maintained at all times to avoid blackouts or other cascading problems. Intermittent sources of renewable power can provide challenges as their power can fluctuate over multiple time horizons, forcing the grid operator to adjust its day-ahead, hour-ahead, and real-time operating procedures. Any shortage of electricity supply or

increase in electricity costs in any location where we operate or plan to operate may adversely impact the viability and the expected economic return for activities in that location.

Should our operations require more electricity than can be supplied in the areas where our facilities are located or should the electrical transmission grid and distribution systems be unable to provide the regular supply of electricity required, we may have to limit or suspend activities or reduce the speed of our proposed expansion, either voluntarily or as a result of either quotas or restrictions imposed by energy companies or governments, or increased prices for certain users (such as us). If we are unable to procure electricity at a suitable price, we may have to shut down our operations in that particular jurisdiction either temporarily or permanently. As grid conditions get more capacity constrained, governmental entities may place restrictions and curtailments on non-residential customers during times of emergency. If we are unable to receive adequate power supply and we are forced to reduce our operations due to the lack of availability or cost of electrical power, our business could experience materially adverse impacts.

The significant consumption of electricity may have a negative environmental impact, including contribution to climate change, which may give rise to public opinion against allowing the use of electricity for AI Cloud Services or Bitcoin mining.

Governments, politicians, regulators and utilities may potentially restrict or delay the ability of electricity suppliers to provide electricity and timely grid connections to AI Cloud Service providers or Bitcoin miners, including us, or AI Cloud Services or Bitcoin mining generally.

The supply of electricity for our existing or future operations, and the interconnection to the transmission system of any facilities we are currently developing or may develop in the future, could be limited or otherwise adversely impacted as a result of political pressure or regulation. Some governments and regulators are increasingly focused on the energy and environmental impact of data centers and Bitcoin mining activities in particular, including the impact on the electricity market that may arise from Bitcoin miners’ price responsiveness. This has led to new governmental measures regulating, restricting or prohibiting data centers and Bitcoin mining activities more generally in any of the jurisdictions in which we operate from time to time.

At the federal level in the U.S., legislation has been proposed by various Senators that would require certain agencies to analyze and report on topics around energy consumption in the digital asset industry, including the type and amount of energy used for cryptocurrency mining and the effects of digital asset mining on energy prices and baseload power levels and the effect Bitcoin mining using more than 5MW of power has on greenhouse gas emissions. There have also been calls by various members of Congress on the Environmental Protection Agency (“EPA”) and Department of Energy (“DOE”) to establish rules that would require digital asset miners to report their energy usage and emissions.

Further, in March 2022, ERCOT started requiring large scale digital asset miners to apply for permission to connect to Texas’ power grid, and in April 2022, set up the Large Flexible Load Task Force (“LFLTF”) which has since been rebranded as the Large Load Working Group (“LLWG”), to review the participation of large loads, including data centers and Bitcoin mining facilities, in the ERCOT system. The LLWG has been tasked to develop policy recommendations for consideration by ERCOT relating to network planning, markets, operations, and large load interconnection processes for

large loads in the ERCOT network.

On March 4, 2026, ERCOT published Planning Guide Revision Request (PGRR) 145 and Nodal Protocol Revision Request (NPRR) 1325 to establish Batch Zero, a one-time transitional interconnection study process, the Batch Zero Interconnection Study, for ERCOT to evaluate, on a system-wide basis, the reliability impacts of interconnection requests for loads that are 75MW or more, known as a “Large Load”, that meet certain study maturity and commitment criteria. These revisions to the ERCOT’s Planning Guide and Nodal Protocols were approved by the Public Utility Commission of Texas on June 18, 2026 with an effective date of July 11, 2026. We participated during the Batch Zero comment period by submitting public comments to ERCOT as it evaluated Batch Zero. In addition, we worked with the transmission providers for our Texas facilities, AEP Texas Inc. and Lone Star Transmission, LLC, to ensure we submitted the appropriate information for our facilities to these transmission providers in order for our facilities to participate in Batch Zero. Due to recent changes in ERCOT’s Batch Zero procedures, there may be delays in the energization of, or changes to the energization levels at, projects in Texas, including the Company's new and existing projects.

On August 3, 2026, Governor Greg Abbott of Texas issued a directive to the Public Utility Commission of Texas and ERCOT to conduct a comprehensive verification and audit of all data centers advancing through ERCOT’s interconnection process before any additional data centers are approved to move forward. On that same day, ERCOT issued a market notice regarding Batch Zero timelines and processes. By August 7, 2026, ERCOT pursuant to Batch Zero as approved by the Public Utility Commission of Texas, was to notify each interconnecting distribution service provider and transmission service provider of how any Large Load was classified in the forthcoming Batch Zero Interconnection Study. These classifications were to be: load that has already been sufficiently studied for interconnection and therefore is considered base load for the Batch Zero Interconnection Study; load that requires additional study in Batch Zero and would be considered studied load in the Batch Zero Interconnection Study; and load that has not met sufficient criteria to be included in Batch Zero and therefore will require study in a future interconnection process. ERCOT’s August 3, 2026 market notice stated that it was not going to be notifying each interconnecting distribution service provider and transmission service provider of how any Large Load was to be classified. On August 10, 2026, ERCOT filed with the Public Utility Commission of Texas its “Requests for Good Cause Exceptions Relating to Batch Zero Deadlines and Status Update on Additional Matters Including the Long-Term Load Forecast.” In these requests, ERCOT stated that it is was currently developing a comprehensive process to verify that all Large Loads included in Batch Zero to satisfy ERCOT’s planning guide and to collect additional information from developers of data centers and virtual currency mining facilities including the community impact information described in Governor Abbott’s August 3rd letter. According to ERCOT, this process is expected to take several months. We expect, based upon ERCOT’s August 10th requests to the Public Utility Commission of Texas, that once this process is completed ERCOT will then classify as described above the Large Loads submitted as part of the Batch Zero process and begin the Batch Zero Interconnection Study. On August 20, 2026, the Public Utility Commission of Texas issued an order granting ERCOT's requests for good cause exceptions providing the time requested

by ERCOT to develop and implement the process to verify all Large Loads included in Batch Zero to satisfy ERCOT's planning guide and to collect the community impact information sought by Governor Abbott.

The OK Ratepayer Protection Act requires any large load customer developer (including new data centers, cryptocurrency mining operations and AI computing facilities, that contract to add 75MW or greater electric load per facility or in aggregate behind a single point of interconnection to an electric supplier’s load after the effective date) to notify adjoining landowners, county commissioners, and the Oklahoma Corporation Commission within 60 days of acquiring land for a qualifying project. HB 2992 also requires utilities to establish separate terms, conditions and tariffs for large load customers, including a minimum 10-year service term. Additionally, Oklahoma’s SB 259, which is slated to become effective on November 1, 2026, prohibits data centers from using groundwater in open-air evaporative cooling systems or other cooling technology that consumes groundwater through evaporation or discharge without recirculation. Further, to receive a groundwater permit, a data center must demonstrate that it will use low-consumptive cooling technology.

In Oklahoma, we have contracted for electric service from Public Service Company of Oklahoma (“PSO”) under a large load rate schedule. PSO’s rates are regulated by the Oklahoma Corporation Commission (“OCC”) and may only be changed through OCC proceedings, including general rate reviews and fuel and purchased power cost recovery mechanisms that pass through PSO’s underlying fuel and wholesale power costs. Accordingly, while we do not expect direct exposure to wholesale market prices in Oklahoma, changes in Southwest Power Pool wholesale energy prices, natural gas prices and PSO’s generation and purchased power costs may be passed through to us, and we do not control the timing or magnitude of any such adjustment. In addition, our arrangements may permit PSO to transition us to new or successor rate schedules approved by the OCC, and we may become subject to rates, terms and conditions of service that differ materially and adversely from those we currently anticipate. PSO has a general rate review pending before the OCC in which the design of a large load tariff applicable to customers such as us is being litigated, including a proposal to establish a separate rate class for customers adding more than 75MW of load and to require such customers to elect between self-supplied generation, utility-supplied generation, or a combination of the two. We cannot predict the outcome of that proceeding.

In Australia, the Australian Government has lodged requests with the Australian Energy Market Commission (“AEMC”) to amend the National Electricity Rules to require data center operators to pay for network costs that they cause or accelerate, together with any associated network infrastructure. The Energy and Climate Change Ministerial Council (“ECMC”) has also flagged a potential requirement for data centers to fully offset their electricity demand by investing in renewable generation and demonstrating firmed capacity. Each Australian federal, state and territory governmental agency is separately considering how to regulate data centers and address environmental and renewable energy policy concerns.

Although there are currently no existing federal laws or regulations that explicitly apply to digital asset mining activities as such, there are certain state regulations which vary state by state. Similarly, in Oklahoma, the Data Center Customer Ratepayer Protection Act of 2026 applies to new data centers, cryptocurrency mining operations and artificial intelligence computing facilities contracting to add 75MW or more of load per facility, or in aggregate behind a single point of interconnection, after July 1, 2026, and imposes notice and documentation requirements on such customers. In addition, periodically state legislatures may pass new laws that could affect our business. See “—AI Cloud Services are energy-intensive, which may restrict the geographic locations of our operations, in particular, to locations with renewable sources of power,” and “—Government regulators and utilities may

potentially restrict or delay the ability of electricity suppliers to provide electricity to Bitcoin miners or AI Cloud Service providers, including us, or Bitcoin mining or AI Cloud Services generally.”

These developments demonstrate that potential policy-driven actions and future actions by Governments, or the issuance of any new legislation, government orders or regulations, may reduce the availability and/or increase the cost of electricity in the geographic locations in which our operating facilities are located or desired to be located, and could have a materially adverse impact on our business. See also “—Risks Related to Our Business—Any electricity outage, non-supply or limitation of electricity supply, including as a result of political pressures or regulations, or increase in electricity costs may result in material impacts to our operations and financial performance.”

Any outage or limitation of the internet connection at our sites could materially impact our operations and financial performance.

Any downtime, limitations in bandwidth or other constraints may affect our ability to contribute some or all of our computing power to the network or mining pools. Any such events could have a material adverse impact on our operating results and financial condition.

Additionally, outside internet routing issues to mining pools could present additional risks. For example, if there are routing problems that prevent efficient communication among mining pools, or if there is heavy packet loss, our ability to validate and verify transactions could be severely impaired. This could result in delayed block submissions, missed block rewards, and reduced overall efficiency of our mining operations.

For AI Cloud Services, customers require certainty and reliability in up time of those services. Our customer contracts for AI Cloud Services generally include service level commitments, including with respect to uptime. Any outage or limitation of the internet connection at our sites may cause us to fail to meet these commitments, which can entitle customers to service credits or fee reductions and, in the case of significant or repeated failures, may give rise to claims for damages or rights to terminate the affected contracts.

Furthermore, the reliability of our internet connection is crucial for maintaining the security of our operations. Interruptions or limitations in connectivity can expose us to increased risk of cyberattacks or unauthorized access, as certain security measures may be compromised during periods of reduced connectivity. In the event of an internet outage or limitations in connectivity, our ability to maintain regular business operations could be severely impacted, potentially leading to decreased revenue, increased operational costs, and damage to our reputation. Moreover, internet outages, or the perception that our data centers may be exposed to the risk of internet outages where we have limited or no backup internet connections at all, could adversely impact our ability to compete in the market for AI Cloud Services. A disruption of the internet or the Bitcoin network could affect the ability to transfer Bitcoin, and consequently the value of Bitcoin, as well as our ability to mine Bitcoin. A significant disruption of internet connectivity (for example, affecting large numbers of users or geographic regions) could prevent the Bitcoin network's functionality and operations until the internet disruption is resolved.

Moreover, internet outages or disruptions can lead to loss of connectivity to critical network services and applications necessary for our operations. This includes potential impacts on remote monitoring and management tools, which are essential for maintaining optimal performance and responding to issues in real-time. Any delay in identifying and resolving problems can lead to prolonged downtime and further financial losses.

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. Any failure or imminent risk of failure of such equipment may result in our inability to utilize some or all of our equipment in an affected location for the duration of time it takes to repair or remediate equipment, or procure and install replacement parts.

For example, high voltage circuit breakers represent a single point of failure at many of our sites. Any failure of a high-voltage circuit breaker would result in the site being non-operational. We estimate that the current lead time required to replace the various circuit breakers is 15 to 113 weeks, which lead time could increase. These include, but are not limited to, the high voltage transformers, low voltage transformers and switchgear, all of which currently have estimated lead times ranging from 16 to 72 weeks, and are subject to increase.

In addition to electrical infrastructure, the critical systems of our data centers, including cooling systems, generators, uninterruptible power systems, backup batteries, routers, switches and other information technology and networking equipment, are subject to failure, whether as a result of equipment failure or defects, human error or accidents, physical, electronic or cyber security breaches or other incidents, fire, natural or man-made disasters or severe weather, extreme temperatures (including extreme heat and temperatures exacerbated by climate change), water damage or other events, whether or not within our control. Any failure of these critical systems could result in service interruptions for our AI Cloud Services customers and disruption to our Bitcoin mining operations, or give rise to repair or rebuild costs, which could be significant. Extreme heat or weather events can also disrupt or delay development of new data centers, which could result in project delays and deferred revenue, the impacts of which can be significant. Significant or frequent service interruptions could also damage our brand and reputation, reduce the confidence of current and prospective customers and impair our ability to attract new customers or re-contract existing capacity.

Our operations contain certain items of equipment that have a high concentration from one manufacturer (for example, our GPUs). Additionally, the equipment we rely on may experience defects in workmanship or performance on arrival or throughout its operational life. If such defects are widespread across equipment we have used in the construction of our facilities, we could suffer material outages or underperformance compared to expectations. Such circumstances could adversely affect our business, prospects, financial condition and operating results. Such defects could result in any existing AI Cloud Services customers choosing to use another provider and may adversely impact the competitiveness of our AI Cloud Services, and could also result in a substantial decrease in our mining fleet’s hashrate, leading to reduced rewards

and revenue from Bitcoin mining. Such circumstances could adversely affect our business, prospects, financial condition and operating results.

Our Australian operations and development, including our Bundey, South Australia site, will be subject to water, fuel supply, planning and grid-connection risks specific to Australia.

As our data centers in Australia are developed, we and our customers will be reliant on secure and high-quality water for cooling, exposing our business to operational, regulatory and reputational risks. Climate change, drought or changes in local water allocations could substantially increase our costs, constrain capacity or disrupt our operations in Australia. Utilities or governmental agencies may impose more onerous conditions or requirements on water-related approvals, which may result in substantial increases to our operating costs. Macroeconomic volatility caused by geopolitical events also has the potential to result in a shortage of diesel fuel in Australia, leading to higher costs or an inability to access sufficient diesel fuel at all. Any such conditions, requirements or costs may have a material adverse impact on our Australian operations, and/or our financial position, performance and prospects.

Our development of the Bundey site in South Australia, and any future Australian sites, is subject to risks customary to greenfield infrastructure development in Australia, including limitations in obtaining reliable access to the electricity grid or water infrastructure (such as moratoriums, allocation constraints or government regulation that may restrict new connections), delays or the imposition of adverse terms in obtaining planning, environmental and other regulatory approvals, and increases in regulation from Australian federal, state or territory governments or regulators imposing additional conditions on development. Material failures or significant delays in the development of the Bundey site or any other Australian site may have a material adverse impact on our operations, and/or our financial position, performance and prospects.

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. If, for whatever reason, such permits, approvals and/or licenses are not granted, or if they are lost, suspended, terminated or revoked, it may result in delays in construction of our facilities, require us to halt all or part of our operations, or cause us to be exposed to financial or other penalties at the affected locations. Such circumstances could have a material adverse effect on our business, expansion plans, financial condition and operating results.

Our business is subject to customary risks in developing infrastructure projects.

The build-out of our platform is subject to customary risks relevant to developing greenfield and brownfield infrastructure projects that may adversely impact our development plans, operations and financial performance, including:

•difficulty finding sites that satisfy our requirements at a commercially viable price;

•planning approval processes, permitting and licensing requirements or the ability to obtain required permits and licenses in certain jurisdictions;

•site condition risks (for example, geotechnical, environmental, flooding, seismic and archaeological) in developing greenfield and brownfield sites;

•site specific encumbrances (for example, mineral rights, easements and wind leases that confer certain ongoing rights to a third party);

•obtaining releases, easements and rights of way (for example, in relation to access rights, constructing transmission lines or existing encumbrances), if required;

•local community objections or feedback preventing or limiting permits and approvals, or a ‘social license’ to operate in the community;

•availability of power and the satisfactory outcome of relevant studies, as well as completion of the process to connect to the electrical grid and execution of connection agreements and electricity supply agreements with the relevant entities, which may also be cost prohibitive;

•interface and operational risks;

•availability, timing of delivery, and cost of construction materials and equipment to each site;

•contracting and labor issues (i.e. industry-wide labor strikes, ability to engage experienced labor and contractors/subcontractors in remote areas, labor shortages due to competing demand);

•non-performance by contractors and sub-contractors impacting quality assurance and quality control;

•lack of interest from contractors or design builders and potential increase in project costs due to competing infrastructure development worldwide;

•severe or inclement weather or other natural or man-made disasters;

•risks relating to climate change;

•construction delays generally;

•delays arising from changes to design;

•delays or impacts arising from public health crises, including an outbreak of an infectious disease;

•obtaining any required regulatory or other approvals to invest or own land and infrastructure in foreign jurisdictions; and

•availability of capital to fund construction activities and associated contractual commitments.

The loss of any of our management team or an inability to attract and retain qualified personnel on a timely basis or at all could adversely affect our operations, strategy and business.

We operate in a competitive and specialized industry where our continued success is in part dependent upon our ability to attract, integrate and retain skilled and qualified personnel, including personnel with the leadership depth and organizational capabilities required to support our growth, including through acquisitions and expansion into new markets, in a timely manner. A loss of key personnel, particularly our Co-Founders and Co-Chief Executive Officers, as well as certain of our other key personnel, or of a significant number of our skilled and experienced employees or, alternatively, difficulty in attracting additional adequately skilled and experienced employees, may adversely impact our operations and financial performance. Further, we operate, and may in the future acquire additional aircraft to support the travel requirements of our management team. As a result, we may be exposed to greater risks in connection with a catastrophic aviation event.

Many of the companies with which we compete for experienced personnel have greater resources than we have. Our competitors also may be successful in recruiting and hiring members of our management team, sales team, or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms, or at all. We

may in the future, be subject to allegations that employees we hire have been improperly solicited, or that they have divulged proprietary or other confidential information or that their former employers own such employees' inventions or other work product, or that they have been hired in violation of non-compete provisions or non-solicitation provisions. In various jurisdictions that we operate, such provisions may not be enforceable, may only be partially enforceable, or may not be enforced, which could impede our ability to protect our business interests.

Additionally, our ability to successfully execute on our growth strategies will depend on our ability to identify, hire, train and retain qualified employees with the right mix of skills to build and maintain relationships with customers and who can provide the technical, strategic, and marketing skills required to develop and expand the AI Cloud Services we offer and any other new products and services we may seek to develop in a timely manner. Labor is subject to external factors that are beyond our control, including our industry’s highly competitive market for skilled workers and leaders, cost inflation, overall macroeconomics, and workforce participation rates. Should our competitors recruit our employees, our level of internal expertise and ability to execute our business plan would be negatively impacted.

In addition, job candidates and existing employees often consider the value of the equity awards and other compensation they receive in connection with their employment. If the perceived value of our compensatory package declines or is subject to significant value fluctuations, which may be the case in periods of high stock price volatility, it may adversely affect our ability to attract and retain highly skilled employees. We may also change the composition of our compensation package offered to employees, including the amount or ratio of cash and equity compensation. Any increases to the amount of cash compensation would increase our cash expenditures, which may impact our business, operating results, financial condition, and prospects and any increase in the amount of equity compensation would impact dilution.

We may not be able to recruit or retain qualified personnel, the right number of qualified people or at the right times and this failure could negatively impact our ability to develop and deliver new services to the market.

We face significant risks related to the cost and availability of labor for the development, construction, operation and maintenance of our data centers.

Our success is highly dependent on our ability to secure labor for the development, construction, operation and maintenance of our data centers, particularly in Texas, where a number of our data centers are located, within our targeted timelines and budgets. This work requires highly skilled personnel, and such personnel are in particularly limited supply for commissioning-phase work.

As a result, we and our subcontractors may face shortages of qualified labor to develop, construct, operate and maintain our data centers, higher than anticipated labor costs or difficulty motivating and retaining qualified personnel, any of which could decrease productivity and cause our actual costs to exceed budget.

In particular, our Childress Site is located in a remote rural part of Texas with a narrow pool of local qualified labor and limited housing and accommodation options. We have in the past needed, and may in the future need to attract workers from outside the area at a premium, including for housing and accommodation, which would increase our labor costs and could result in delays.

Labor availability and cost are also subject to external factors outside our control, including intense competition for skilled workers and leaders across our industry, cost inflation, broader macroeconomic conditions, workforce participation rates, pandemics and other health risks and/or labor disputes or work stoppages.

We may be unable to appropriately scale our workforce in a sufficiently timely manner to achieve our business objectives and sustain our growth trajectory, which could materially and adversely affect our business and profitability.

Achieving our business objectives and sustaining our growth trajectory will require us to continue expanding our operations at a rapid pace, including by growing, training, managing and motivating our workforce. This will demand substantial management effort, and we may not be able to scale our workforce and operations quickly enough to respond effectively to changes in demand for our AI Cloud Services or to new services requested by our customers. Conversely, we may scale too quickly and the rate of increase in our costs and expenses may exceed the rate of increase in our revenue. Either outcome could materially and adversely affect our business, results of operations and profitability. Further, if we fail to meet, or are delayed in meeting, our obligations to deliver AI Cloud Services capacity as a result of labor shortages or otherwise, our ability to generate revenue under customer contracts may be delayed or forgone, and we may be required to provide service credits, delay credits, or other remedies, or incur liquidated or other damages, any of which could be significant. In addition, our customers may have the right to reduce their committed capacity or terminate their contracts in certain circumstances if we fail to meet our obligations under customer contracts.

For example, during fiscal year 2026, we announced or completed a number of strategic transactions, including our acquisition of Mirantis, Inc., a cloud infrastructure software company, our acquisition of Nostrum Group, a data center development platform in Spain, and our acquisition of Awaken, a creative agency. Because we have limited experience in integrating new businesses, we may encounter integration challenges and risk exposures that we cannot anticipate. For example, these transactions expose us to risks associated with integrating acquired businesses, systems and personnel (including software development teams), operating in new lines of business and new jurisdictions (including compliance with the laws and regulations of Spain and the European Union), retaining key employees and customers of the acquired businesses, assuming unknown or contingent liabilities, and recognizing goodwill and other intangible assets that may subsequently be impaired. If we are unable to successfully integrate these or future acquisitions or realize their anticipated benefits, our business, financial condition and results of operations could be materially and adversely affected.

We may not, in the future, be successful in identifying and acquiring additional suitable acquisition targets at an acceptable cost, or at all. Further, joint venture transactions typically involve a number of risks and present financial, managerial and operational challenges, including the existence of unknown potential disputes, liabilities or contingencies that arise after entering into the joint venture related to the counterparties to such joint venture. The pursuit of potential acquisitions, dispositions, joint ventures or other strategic transactions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, regardless of whether or not they are ultimately completed.

If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated synergies, strategic advantages or earnings from the acquired business due to a number of factors, including:

•incurrence of acquisition-related costs;

•unanticipated costs or liabilities associated with the acquisition;

•the potential loss of key employees of the target business;

•use of resources that are needed in other parts of our business; and

•use of substantial portions of our available cash to complete the acquisition.

Acquisitions may also result in dilutive issuances of equity securities, including our Ordinary shares, or the incurrence of debt. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you, which could adversely affect the trading price of our Ordinary shares. In addition, if an acquired business fails to meet expectations, our business, results of operations and financial condition may be adversely affected.

There is a risk that we could face legal, tax or regulatory sanctions or reputational damage as a result of any failure to comply with (or comply with developing interpretations of) applicable laws, regulations and standards of good practice. For instance, our acquisition of Nostrum Group, which marks our entry into the European market, exposes us to new risks and regulatory limitations.

In addition, we may from time to time, seek to dispose of assets where we believe we can receive value from any such disposition that is accretive to the business. For example, during the year ended June 30, 2026, we commenced decommissioning and disposing of our Bitcoin mining hardware and reallocating power and data center capacity toward AI Cloud Services, and aim to substantially complete the transition by December 31, 2026. We may not be successful in completing any such transaction, disposition, decommissioning, or divestiture, including because there may not be buyers willing to enter into a transaction, we may not receive sufficient consideration for the relevant businesses or assets or the process of selling such businesses or assets may take too long or become too expensive. These transactions, if completed, may reduce the size of our business and we may not be able to replace the volume associated with the business.

The potential physical impacts of climate change on our properties and operations are highly uncertain and vary with the geographic circumstances of the areas in which we operate, and could lead to damage to equipment, power supply disruptions, project delays, and other interruptions that could harm our business and subject us to substantial costs. These may include natural disasters and extreme weather events (including extreme heat), changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. Natural disasters and other weather-related events have increased in severity in recent years and may become more frequent, including wildfires in British Columbia

and extreme heat and tornadoes in Texas. In addition, Texas has experienced devastating flooding and numerous power outages as a result of severe storms and hurricanes. Our recently acquired and announced development sites in Spain and Australia may be exposed to similar or additional climate-related hazards, which we will assess as those projects progress. For example, extreme weather events may result in adverse physical effects on portions of our infrastructure, which could impact the operational efficiency of our assets or disrupt our supply chain and ultimately our business operations. Extreme heat and increased temperatures could lead to increased demand for cooling systems, grid instability and stressed cooling systems, which could disrupt our operations and result in substantial costs.

Our properties may experience damages, including damages that are not covered by insurance.

Our current and planned operations, including the development, construction and operation of data centers and AI Cloud Services infrastructure, are subject to a variety of risks that could result in significant property damage, equipment loss, business interruption, liability or other losses.

We maintain a broad insurance program covering various risks associated with our business and operations, which includes, among other things, property damage, business interruption, construction, equipment and machinery breakdown, and various forms of liability insurance.

However, insurance does not cover all potential losses. Our policies are subject to limits, sublimits, deductibles, retentions, exclusions, conditions and other coverage restrictions, and certain risks may be unavailable or uneconomic to insure. In addition, the amount of a loss, including property damage and resulting business interruption, could exceed applicable insurance limits or sublimits. Insurance proceeds may also not fully compensate us for lost revenues, increased costs, contractual liabilities, financing obligations or other economic consequences arising from an insured event.

Our continued expansion into large-scale AI Cloud Services infrastructure may increase these risks. Our facilities may contain significant concentrations of high-value computing equipment and supporting electrical, cooling and other

infrastructure. Although our facilities incorporate redundancy, fire protection and other engineering and loss-prevention measures, a significant event could affect multiple assets or systems and result in losses that exceed modeled expectations or available insurance coverage. The increasing scale and concentration of our operations may also affect the availability, capacity, terms and cost of insurance available to us.

The commercial insurance market is subject to changes in capacity, pricing and underwriting appetite, particularly for large data center, technology, natural catastrophe and other concentrated risks. As our operations expand, we may be unable to obtain or renew insurance at existing levels or on commercially reasonable terms, or we may determine that purchasing additional insurance is not economically appropriate. We may therefore retain a greater portion of certain risks.

Further, the availability of insurance coverage following an event depends on the specific facts and circumstances of the loss and the applicable policy terms and conditions. Insurers may dispute coverage, the amount of a loss or the application of policy provisions, and the timing of insurance recoveries may differ from the timing of expenditures or other financial obligations arising from an event.

If we experience losses that are uninsured, exceed our insurance coverage, are subject to significant deductibles or retentions, or for which insurance proceeds are delayed or disputed, we could incur significant costs.

Our business aviation activities expose us to operational, safety, regulatory and financial risks, including the risk of a catastrophic aviation event.

We operate, and may in the future acquire, additional aircraft to support the travel requirements of our management team, customers and business partners across our geographically distributed operations. The ownership and operation of aircraft involves inherent risks, including catastrophic events, mechanical failure, human error and adverse weather conditions, which could result in serious injury or loss of life (including of members of our senior management team), damage to property and the grounding of aircraft. Our aviation operations are subject to regulation, including by the U.S. Federal Aviation Administration, and a failure to comply with applicable regulatory requirements, or to develop and maintain appropriate safety management systems, governance and operational controls, could result in regulatory action, fines, grounding of aircraft or the suspension of operations.

Although we maintain insurance in respect of our aviation operations, such insurance may not be available or adequate to cover all liabilities arising from an aviation-related incident.

A significant portion of our data center capacity and expansion pipeline is concentrated in a limited number of locations, which exposes us to regional regulatory, market, weather and other risks.

A significant portion of our existing and planned data center capacity is concentrated in a limited number of jurisdictions, including in Texas within the ERCOT market. As a result, we are disproportionately exposed to changes in the regulatory environment, market conditions, electricity prices, grid reliability, severe weather events and natural disasters affecting Texas or the ERCOT market. If the regulatory or economic environment in Texas were to become less favorable to data center operators or other energy-intensive industries, or if ERCOT market conditions, transmission constraints or extreme weather events were to disrupt our Texas operations, our business, results of operations and financial condition could be disproportionately and materially adversely affected.

We may fail to anticipate or adapt to technology innovations in a timely manner, or at all.

The data center and AI Cloud Services markets are experiencing rapid technological change, including successive generations of GPUs, networking and storage equipment, evolving cluster architectures and rapidly developing software used to deploy, orchestrate and manage AI workloads. In addition, use of artificial intelligence is becoming more prevalent. Failure to anticipate technology innovations or adapt to such innovations in a timely manner, or at all, may result in our current and future capabilities becoming obsolete. The process of developing and marketing new products, services, solutions or capabilities, and implementing the use of new technologies in our business, is inherently complex and involves significant uncertainties. There are a number of risks, including the following:

•our product or service planning efforts may fail in resulting in the development or commercialization of new technologies or ideas;

•our research and development efforts may fail to translate new product plans into commercially feasible solutions;

•our new products or solutions that we offer (including AI Cloud Services) may not be well received by customers or otherwise may fail to achieve their intended purpose or functionality;

•we may not have adequate funding and resources necessary for continual investments in product planning and research and development;

•to the extent that we do not have sufficient rights to use the data or other material or content used in or produced by artificial intelligence tools that we may use in our business, or if we experience cybersecurity incidents in connection with our use of artificial intelligence, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, publicity, contractual or other rights;

•in the United States, a number of civil lawsuits have been initiated related to the use of artificial intelligence, which may, among other things, require us to limit the ways in which we use artificial intelligence systems in our business;

•the GPUs, networking and storage equipment we deploy, and the cluster architectures and software on which our services rely, may become obsolete due to rapid advancements in technology and changes in customer requirements and preferences; and

•high level of competition in the data center and AI Cloud Services markets means that competitors may introduce superior products or services before we can develop or market our own innovations.

Any failure to anticipate the next generation technology roadmap or changes in customer preferences or to timely develop new or enhanced products or implement use of new technologies in our business, including artificial intelligence, in response could result in decreased revenue and market share. An inability to adapt could tarnish our reputation as an innovator and leader in our industry, further affecting our competitive position and long-term viability. Further, our competitors or other third parties may incorporate artificial intelligence into their products more quickly or more successfully than us, which could impair our ability to compete

effectively.

Further, advancements in AI technology, including open-source AI models, may lead to compute and other efficiencies that may impact the demand for AI services, including our infrastructure, which may adversely impact our revenue and profitability. Many of our projections rely on a certain level of demand for AI infrastructure in the future, and if such demand projections prove inaccurate, our business may be adversely affected.

Risks Related to AI Cloud Services

We may not successfully execute the continued build-out and scaling of our AI Cloud Services business, and demand for AI Cloud Services may not develop or be sustained at the levels we anticipate.

Although we have expanded our AI Cloud Services capabilities through acquisitions, accumulated operating experience and investments in our technical and engineering teams, our operating history in offering AI Cloud Services is shorter than our history in designing, constructing and operating power-dense data center infrastructure. We may experience difficulties with infrastructure development or modification, engineering, product design, product development, marketing or certification, which could result in excessive research and development expenses and capital expenditure, delays or prevent us from developing and offering AI Cloud Services at all. Any such modifications (if possible at all) may involve significant capital expenditures, and may result in increased cost of our facilities, delays in our development and construction schedules for our new facilities, or outages at existing data centers. Further, any such modifications could adversely impact the performance of our data centers, including cooling systems and electrical performance, among others. It may also impact our energy strategy, including limiting our ability to curtail energy use and require a different strategy for hedging in the electricity markets in which we operate. We may be unable to raise the required capital as a result of the risks described under “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 and construct 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.”

The market for AI Cloud Services is driven in large part by demand for data center space capable of supporting GPUs, server clusters, specialized or high-performance applications, and hosted software solutions which require fast and efficient data processing, and is characterized by rapid advances in technologies. Meanwhile, if there is a reduction in demand for any AI Cloud Services, whether caused by a lack of customer acceptance, a slowdown in demand for computational power, an overabundance of unused computational power, advancements in technology, technological challenges, competing technologies and solutions, decreases in corporate and customer spending, weakening economic conditions or otherwise, it

could result in reduced customer orders, early order cancellations, the loss of customers, or decreased sales, any of which would adversely affect our business, results of operations and financial condition. In particular, the introduction of, and advancements in the efficiency of, AI models could significantly reduce the computational power required to train and deploy AI models, which could reduce demand for high-power density data center infrastructure of the type we operate and are developing.

We may be unable to construct the data centers that support our AI Cloud Services, or to commission and deliver contracted AI Cloud Services capacity, on schedule, or at all.

Our AI Cloud Services contracts generally specify deployment schedules, testing and acceptance conditions and ramp periods, and revenue generally begins only after the applicable compute has been delivered, commissioned, placed in service and accepted by the customer. Our ability to construct, commission and deliver contracted capacity on schedule depends on a number of factors, some of which are beyond our control, including the completion of construction, retrofit (where applicable) and fit-out of our data centers; the timely delivery and energization of electrical infrastructure and grid connections; the procurement, installation, testing and commissioning of GPUs, networking, storage and other long-lead equipment; the availability and performance of contractors, subcontractors and skilled labor; the receipt of required permits, approvals and licenses; and weather, supply chain and logistics conditions.

If we fail to construct, commission and deliver contracted capacity in accordance with the schedules specified in our customer contracts, the commencement of revenue under those contracts may be delayed or forgone, and we may be required to provide service credits, delay credits, or other remedies, or incur liquidated or other damages, and our customers may have the right to reduce their committed capacity or terminate their contracts, any of which could have a material adverse impact on our business, operating results, financial condition and future prospects. In addition, the costs of constructing and commissioning capacity may exceed our budgeted amounts, and delays may result in idle or underutilized assets while related capital, power and financing obligations remain fixed.

If we fail to meet applicable service level commitments, we may be required to provide service credits or refunds, and persistent or material failures may give customers the right to terminate their contracts. Our contracts often include indemnities in favor of customers, including in respect of third-party claims regarding intellectual property infringement, and data or security incidents, which could result in significant liability that may not be fully covered by insurance or is limited by contractual liability caps. Customers may also have termination rights in other circumstances.

Testing and acceptance conditions, ramp periods, service level commitments, service credits, delay credits, indemnities and termination rights in our customer contracts could adversely affect our revenue, margins and results of operations.

Certain of our customer contracts for AI Cloud Services include testing and acceptance conditions that must be satisfied before capacity is placed in service, ramp periods during which committed capacity and associated revenue increase over time as capacity is placed in service, and service level commitments relating to matters such as availability and performance. If deployed capacity fails, or there is a delay in delivering such capacity or satisfying applicable testing and acceptance conditions, the commencement of revenue may be delayed and customers may have rights to reject

capacity, reduce their capacity commitments or terminate their contracts. During ramp periods, we may incur all or substantially all of the capital and operating costs of a deployment before the associated revenue is fully realized.

If we fail to meet applicable service level commitments, we may be required to provide service credits or refunds, and persistent or material failures may give customers the right to terminate their contracts. Our contracts often include indemnities in favor of customers, including in respect of third-party claims, intellectual property infringement, misappropriation or other violations, and data or security incidents, which could result in significant liability that may not be fully covered by insurance or is limited by contractual liability caps. Customers may also have termination rights in other circumstances.

Our AI Cloud Services business has significant customer concentration, we are exposed to counterparty credit risk, and we may be unable to diversify our customer base.

We currently generate a large portion of our AI Cloud Services revenue from a small number of customers, and we expect that a limited number of customers, including under large multi-year contracts, may continue to account for a substantial proportion of our AI Cloud Services revenue for the foreseeable future. For example, we announced a five-year agreement with Microsoft in November 2025, which includes GPU acquisitions and the development of the “Horizon 1,” “Horizon 2,” “Horizon 3” and “Horizon 4” data center facilities representing approximately $9.7 billion of total contract value. In addition, 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. Together, these arrangements represent a substantial majority of our contracted revenue. The loss of, or any material reduction in committed capacity by, any significant customer, or any failure by a significant customer to accept capacity or perform its payment or other obligations, could have a material adverse effect on our results of operations and cash flows.

We are also exposed to counterparty credit risk with respect to our customers. Some of our customers are early-stage and/or private companies operating predominantly in the AI sector, and factors affecting the AI sector generally, or the liquidity or financial condition of our customers specifically, may impair their ability or willingness to perform their contractual obligations to us, including with respect to prepayments and ongoing payments. If a customer becomes a debtor in bankruptcy or similar proceedings, our claims for unpaid and future contractual payments may be subject to statutory caps or other limitations that are substantially less than the amounts owed to us.

If we are unable to diversify our customer base, our customer concentration, and the risks associated with it, may increase.

We may not succeed in maintaining or expanding a customer base for our AI Cloud Services business, may not be successful in generating a recurring stream of revenue from that business and may not be able to provide the right combination of AI Cloud Services.

Our growth strategy includes expanding and diversifying our revenue sources into new markets, and we are continuing to diversify into AI Cloud Services pursuant to that strategy. While we have scaled our AI Cloud Services business through acquisitions, operating experience and investments in our technical teams, our operating history in AI Cloud Services is shorter than that of some incumbent operators. As a result, our customer acquisition efforts may not be successful or may take longer than anticipated, and we may incur higher costs than anticipated in acquiring customers. To the extent we are not able to enter into contracts with respect to our available AI

Cloud Services, our services will not be fully utilized, potentially for an extended period of time, and we will generate less revenue from our AI Cloud Services business than anticipated.

Further, the sales cycle to acquire and retain customers for our AI Cloud Services may be unpredictable and longer than expected and may require material time and expense. Our direct sales team develops relationships with our customers, and works on account penetration, account coordination, sales, and overall market development. We spend substantial time and resources on our sales efforts without any assurance that our efforts will lead to customer commitments. Large enterprises in particular, often undertake a significant evaluation process that further lengthens our sales cycle. As a result, it is difficult to predict whether and when a contract will be completed.

Even if we are able to contract all or a portion of our available capacity for AI Cloud Services, customers may prefer to enter into more flexible and short-term arrangements with us, particularly if we are not able to compete effectively to assure potential customers as to the reliability of our AI Cloud Services. As a result, customers of our AI Cloud Services may not enter into long-term service contracts with us, and we may not be able to generate or maintain a recurring stream of revenue from AI Cloud Services. Further, such customers may not renew or sign a further contract when their current contract expires.

Conversely, where we do enter into longer-term customer contracts, the pricing for that capacity is generally fixed or agreed at the time of contracting. If demand for AI Cloud Services continues to grow and market pricing for comparable capacity increases during the term of these contracts, we will not benefit from those increases with respect to capacity already committed under our existing long-term contracts, and our revenue and margins on that capacity may be lower than if we had contracted on shorter terms or closer to prevailing market rates at the time of recontracting. This risk is heightened for our longest-duration contracts and for contracts entered into during periods of lower market pricing.

Any of the foregoing could have an adverse impact on our business, operating results, financial condition and future prospects.

Such developments could adversely affect our profit margins and financial position, leading to a negative impact on our revenue and operating results. Moreover, factors impacting the AI sector or early stage companies more generally may adversely impact a large portion of our customers at the same time, which would exacerbate such risks.

We depend on the timely supply of GPUs, networking and storage equipment from a limited number of suppliers, and the equipment we deploy is subject to rapid technological change and obsolescence.

Our AI Cloud Services require the timely procurement of GPUs, CPUs, networking and storage equipment and related infrastructure, which we source from a limited number of suppliers, including including NVIDIA, AMD, Dell Technologies, Lenovo, Supermicro and Gigabyte. Demand for the latest generations of GPUs and certain networking and memory equipment has at times far exceeded supply, and we may be unable to obtain equipment in the quantities we

require, on acceptable terms and pricing, or within the timeframes required to meet our contracted delivery schedules. Supplier allocation decisions, manufacturing constraints, logistics disruptions, tariffs, export controls and other trade restrictions could delay, or increase the cost of, our procurement, or reduce the number of suppliers from which we are able to procure, or the equipment we are able to procure from them, and any failure by our suppliers to perform under supply arrangements could materially impact our operating results and 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.

In addition, the equipment we deploy is subject to rapid technological change. Successive generations of GPUs and supporting infrastructure are being released on short development cycles, and customer demand may concentrate on the newest generations of hardware. As a result, the economic useful life and residual value of our deployed equipment may be shorter or lower than we anticipate, pricing for services delivered on older generations of hardware may decline, and we may be required to make substantial ongoing capital expenditures to refresh our fleet and to modify our facilities to meet the power density, cooling and other requirements of new hardware. If we do not manage technological transitions effectively, our competitive position, the utilization and value of our assets, our depreciation profile and our results of operations and financial condition could be materially and adversely affected.

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Our results depend on our ability to match customer contracts, capital expenditures, power commitments and financing, and any mismatch could adversely affect our business and financial condition.

Our business model generally requires us to align the timing, size, duration and terms of our customer contracts with the capital expenditures required to procure and deploy compute, the power and data center capacity that supports it, and the financing arrangements we use to fund it. We make substantial capital commitments, including multi-billion dollar purchase agreements for GPUs and ancillary equipment, and enter into power and other long-term commitments, in some cases in anticipation of, or ahead of executing, customer contracts for the associated capacity. Conversely, where we enter into customer contracts before the associated capacity has been constructed and commissioned, we bear delivery risk under those contracts.

If we are unable to contract capacity in the amounts and on the timelines we anticipate, our assets, power commitments and financing obligations may be underutilized while remaining fixed, which would adversely affect our margins and cash flows. If the term of our customer contracts is shorter than the useful life of the associated assets or the tenor of the associated power commitments and financing, we are exposed to re-contracting and pricing risk at the end of contract terms. Our ability to obtain financing, and the cost and terms of that financing, also depend in part on the credit quality, duration and structure of our customer contracts, and any deterioration in our contracted revenue base could reduce the availability, or increase the cost, of financing for our expansion.

Our AI Cloud Services depend on software for orchestration, monitoring, support and workload management, and we may not be able to successfully integrate Mirantis or realize the anticipated benefits of the Mirantis acquisition.

Our AI Cloud Services, in particular our managed cloud offerings, depend on the availability, performance and security of the software we use to provision, orchestrate, schedule, monitor and support customer workloads, including the k0rdent AI platform acquired through our acquisition of Mirantis, which was completed in August 2026. Defects, errors or vulnerabilities in this software, failures of orchestration, scheduling, monitoring, logging or event-management capabilities, or issues with the open-source components on which the software relies, could degrade the performance or availability of our services, cause us to fail to meet service level commitments or otherwise harm our customers' workloads.

In addition, we may not realize the anticipated benefits of the Mirantis acquisition on the timeline we expect or at all. Successful integration of Mirantis requires, among other things, retaining key engineering and other personnel, integrating software platforms, systems and processes with our infrastructure, continuing to support Mirantis' existing enterprise customers and coordinating research and development priorities. Integration may divert management attention and resources, and we may incur unanticipated costs or liabilities in connection with the acquisition or integration. If we are unable to successfully integrate Mirantis, or if the combined software capabilities do not perform as anticipated, our AI Cloud Services offering, our reputation and our results of operations could be materially and adversely affected.

Cybersecurity incidents, failures of workload isolation or interruptions to the availability of our AI Cloud Services could result in the loss or unauthorized disclosure of customer data, liability and reputational harm.

Our AI Cloud Services involve the processing, storage and transmission of customer data and workloads, which may include proprietary models, model weights, training data and other confidential or sensitive information. Our infrastructure and services, including multi-tenant and managed environments, rely on logical and physical controls to isolate customer workloads and data. A failure of these isolation controls, whether as a result of defects or vulnerabilities in hardware, firmware or software, misconfiguration or otherwise, could result in unauthorized access to, or disclosure, loss or corruption of, customer data or workloads.

We and our suppliers and service providers face cybersecurity threats from a variety of actors, including sophisticated and well-resourced threat actors, and the techniques used to obtain unauthorized access to, or to disable or degrade, systems change frequently and may not be detected until after an incident has occurred. Our insurance may not be sufficient to cover all losses arising from any such incident.

Certain of our strategic relationships and anticipated deployments are non-binding or subject to conditions, and may not result in definitive agreements, deployments or revenue.

From time to time, we enter into, and may announce, strategic relationships, partnerships, letters of intent, memoranda of understanding and similar arrangements relating to our AI Cloud Services, and we may announce anticipated deployments, capacity targets or customer relationships before definitive agreements are executed or applicable conditions are satisfied. Certain of these relationships and anticipated deployments are non-binding or subject to conditions. For example, our strategic partnership with NVIDIA is intended to support the deployment over time of up to 5GW of NVIDIA DSX-aligned AI infrastructure across our global data center pipeline. However, the scope, timing and volume of any deployments under this partnership are subject to a number of factors, and there can be no assurance as to the extent to which such deployments will occur.

Non-binding or conditional arrangements may not result in definitive agreements, and definitive agreements, if executed, may contain terms that differ materially from the non-binding or conditional arrangement previously announced or anticipated, including as to capacity, pricing, timing and conditionality. Anticipated deployments may also depend on

factors such as the availability of financing, sites, power, equipment and personnel, and on counterparties' own strategies, priorities and financial condition. If strategic relationships or anticipated deployments do not progress as expected, are delayed, are reduced in scope or do not occur at all, we may not realize the anticipated benefits, our reputation and the trading price of our Ordinary shares may be adversely affected, and our actual results may differ materially from any expectations based on such announcements. Investors should not place undue reliance on announcements of non-binding or conditional arrangements.

Even if we are successful in entering into contracts for the provision of such AI Cloud Services, such contracts would typically contain indemnification and liability provisions, in addition to service level commitments, which could potentially impose a significant cost to us in the event of failure to meet such provisions.

We have and intend to continue to develop data center space specifically for such AI Cloud Services pursuant to agreements signed prior to beginning or early in the development process. If we fail to meet our development obligations under those agreements, the customer may be able to terminate its agreement, seek damages or penalties against us or pursue other remedies and we may be required to find a new customer for the data center space.

Additionally, a customer’s decision to enter into a contract for AI Cloud Services typically involves a significant commitment of resources and due diligence on both the part of us and our customers regarding our services. As a result, we may expend significant time and resources in pursuing a particular transaction that may not result in revenue. Economic conditions, including market downturns, the implementation of new tariffs and more restrictive trade regulations and interest rates may impact customers’ ability to plan future business activities, which could cause customers to slow spending or delay decision-making. Our inability to adequately manage the risks associated with these developments may adversely affect our business, financial condition and results of operations.

Risks Related to Bitcoin

Until the transition of our Bitcoin mining operations is complete, we remain exposed to residual counterparty risks, including with respect to banks, digital asset trading platforms, OTC trading desks and custodians.

We rely on banks, financial institutions, insurance providers, digital asset trading platforms, over-the-counter (“OTC”) (i.e. non-exchange) trading desks and custodians in connection with our remaining Bitcoin mining operations, including the daily liquidation of mined Bitcoin. However, pending liquidation or withdrawal, any Bitcoin or fiat currency held with a digital asset trading platform or custodian is exposed to security incidents, insolvency, suspension of

redemptions or withdrawals and other counterparty risks, and the legal status of digital assets held by an insolvent platform or custodian is unclear.

While we continue to operate Bitcoin miners at certain of our data centers during the period in which we transition this data center capacity toward AI Cloud Services, we aim to substantially complete this transition by December 31, 2026. Any potential further expansion of AI Cloud Services or expansion into additional markets will take time to implement, and there can be no assurance that we will be successful in doing so in the near term or at all.

The prices that we receive for our Bitcoin depend on numerous market factors beyond our control. Accordingly, some underlying Bitcoin price assumptions we rely on may materially change and actual Bitcoin prices may differ materially from those expected. For instance, digital assets that are designed to correspond to a stable value (such as the U.S. dollar), known as “stablecoins,” or even other digital assets which fluctuate in value but which compete with Bitcoin, could significantly reduce the demand for Bitcoin. Due to the highly volatile nature of the price of Bitcoin, our historical operating results have fluctuated, and may continue to fluctuate, significantly from period to period in accordance with market sentiment and movements in the broader digital assets ecosystem. For example, the price of Bitcoin has fluctuated considerably during the fiscal year ended June 30, 2026 from a high of approximately $117,137.67 per Bitcoin in September 2025 to a low of approximately $58,562.44 per Bitcoin in June 2026. In the United States, the Trump administration has issued an executive order generally asserting the importance of the digital assets industry to the U.S. economy, and instructing a working group consisting of various agency heads to consider the implementation of a strategic reserve of Bitcoin and other digital assets. If any such strategic reserve were to be put in place, transactions by such strategic reserve could result in increased volatility and price swings as market actors may place additional significance on trading by the U.S. government.

There is no assurance that any digital asset, including Bitcoin, will maintain its value or that there will be meaningful levels of trading activities to support markets in any digital asset and any adverse movements in Bitcoin prices or exchange rates (including the rates at which we may convert Bitcoin to fiat currency) may adversely affect our financial performance, financial condition, prospects, expansion plans and the results of operations. We are also exposed to currency exchange rate fluctuations because portions of our revenue and expenses are currently, and may continue to be in the future, denominated in currencies other than our presentation currency (U.S. dollars), and because our income is in Bitcoin rather than in any fiat currency. Exchange rate fluctuations may adversely affect the results of operations, financial performance and the value of our assets in the future. A decline in the market value of Bitcoin could lead to a decline in the demand for trading Bitcoin and the number of transactions on the Bitcoin network, each of which could lead to a corresponding decline in the value of our Bitcoin assets.

Further, revenue for Bitcoin miners consists of the block reward and transaction fees. Transaction fees are not pre-determined by the Bitcoin protocol and vary based on market factors, such as user demand, the number of transactions and the capacity of the network. In addition, “off-chain” solutions (for example, the Lightning Protocol and Statechains), which have been introduced to allow users to transact away from the blockchain, may lower miner revenues from transaction fees. Any of the factors could adversely impact our opportunities to earn block rewards and transaction fees, which could adversely affect our business, financial performance, financial condition and results of operations.

There has been high volatility in the market price of Bitcoin and other digital assets, as well as the market price of many technology stocks, including ours.

There is a risk of additional Bitcoin mining capacity from competing Bitcoin miners, which would increase the global hashrate and decrease our Bitcoin mining revenue.

The barriers to entry for new Bitcoin miners are relatively low, which can give rise to additional capacity from competing Bitcoin miners. The Bitcoin protocol responds to increasing global hashrate by increasing the “difficulty” of Bitcoin mining. If this “difficulty” increases at a significantly higher rate, we would need to increase our hashrate at the same rate in order to maintain market share and generate equivalent block rewards. A decrease in our effective market share would result in a reduction in our share of block rewards and transaction fees, which could have a material adverse effect on our financial performance and financial position.

Furthermore, foreign governments may decide to subsidize or in some other way support certain large-scale Bitcoin mining projects, thus adding hashrate to the overall network.

Digital asset trading platforms for Bitcoin may be subject to varying levels of regulation, which exposes our digital asset holdings to risks.

Digital assets such as Bitcoin primarily trade on digital asset trading platforms and decentralized finance protocols, both of which are relatively new and, in many ways, are not subject to, or may not comply with, regulation in relevant jurisdictions in a manner similar to other regulated trading platforms, such as national securities exchanges or designated contract markets. While many prominent digital asset trading platforms provide the public with information regarding their ownership structure, management teams, private key management, hot/cold storage policies, on-chain activities, capitalization, corporate practices and regulatory compliance, many other digital asset trading platforms do not. A lack of `transparency provided could result in us underestimating the risk of a potential loss in balances, which could include the loss of a material portion of the Bitcoin we store on such digital asset trading platforms. As a result, the marketplace may lose confidence in the less transparent or unregulated digital asset trading platforms, including prominent digital asset trading platforms that handle a significant volume of trading in Bitcoin.

Many digital asset trading platforms, both in the United States and abroad, are unlicensed, not subject to, or not in compliance with, regulation in relevant jurisdictions, or operate without extensive supervision by governmental authorities, and therefore may be more susceptible to fraudulent or manipulative acts or practices. In particular, those located outside the United States may be subject to significantly less stringent regulatory and compliance requirements in their local jurisdictions and may take the position that they are not subject to laws and regulations that would apply to a national securities exchange or designated contract market in the United States, or may, as a practical matter, be beyond the ambit of

U.S. regulators. As a result, trading activity on, or reported by, these digital asset trading platforms is generally and, especially if the United States Congress passes legislation such as the CLARITY Act to regulate digital asset markets and digital asset trading platforms, may continue to be significantly less regulated than trading in regulated U.S. securities, derivatives and digital asset markets, and may reflect behavior that would be prohibited in regulated U.S. trading venues. For example, in 2022 one report claimed that trading volumes on digital asset trading platforms were inflated by over 70% due to false or non-economic trades, with specific focus on unlicensed digital asset trading platforms located outside of the United States. Nonetheless, any actual or perceived false trading in the digital asset trading platform market, and any other fraudulent or manipulative acts and practices, could adversely affect the prices of digital assets or negatively affect the market perception of digital assets, which could in turn adversely impact our results of operations.

Additionally, some of these non-U.S. digital asset trading platforms offer customers high leverage and/or a small insurance fund, which could result in potential losses being socialized to customers and a reduction in the value of our Bitcoins on such a digital asset trading platform.

In addition, over the past several years, some digital asset trading platforms have been subject to criminal and civil litigation and have entered into bankruptcy proceedings due to fraud and manipulative activity, business failure and/or security breaches. In many of these instances, the customers of such digital asset trading platforms were not compensated or made whole for the partial or complete losses of their account balances. In some instances, customers are made whole only in dollar terms as of the digital asset trading platform’s date of failure, rather than on a digital asset basis, meaning customers may still lose out on any subsequent price increase in digital assets.

While smaller digital asset trading platforms are less likely to have the infrastructure and capitalization that make larger digital asset trading platforms more stable, larger digital asset trading platforms are more likely to be appealing targets for hackers and malware and may be more likely to be targets of regulatory enforcement action and their shortcomings or ultimate failures are more likely to have contagion effects on the digital asset ecosystem, including on the price of Bitcoin.

Negative perception, a lack of stability and standardized regulation in the digital asset markets and/or the temporary or permanent closure of such trading platforms due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in the digital asset marketplace in general and result in a reduction in the value of our Bitcoin and greater volatility in the price of Bitcoin, as well as increase scrutiny on our activities and increase the likelihood of unfavorable government regulation and the risks of litigation against us. These potential consequences could materially and adversely affect our investment and trading strategies, the value of our Bitcoin and the value of any investment in us.

Our reliance on third-party mining pool service providers may have an adverse impact on our business.

We are a participant in third-party mining pools. Mining pools allow miners to combine their processing power, increasing their odds of the aggregated processing power solving a block and earning block rewards and transaction fees. Mining pools also provide ancillary services such as dashboard and other monitoring software. The rewards earned by mining pools are collected by the pool operator, which then rewards each miner in the pool proportionally to a miner’s contributed hashrate.

We expect to use Antpool and Foundry as our main mining pool service providers and we are subject to Antpool’s User Service Agreement and Foundry's Pool Terms. There is no prescribed term for services under the User Service Agreement and Antpool reserves the right to limit, change, suspend or terminate all or part of its services to us at any time.

Similarly, we also have the right to terminate our use of Antpool’s services at any time. Terms for Foundry services are covered under Foundry's Pool Terms and allow us and Foundry to terminate our use of the pool at any time. If we were unable to use Antpool’s or Foundry's mining pools in the future, whether it be voluntary or involuntary reasons (including technical issues requiring a temporary or long-term switch between mining pool operators), we have identified F2Pool as a back-up mining pool service provider. Under the material terms of F2Pool’s terms of service, a user can terminate their account at any time and may, at its sole discretion, also terminate a user’s account at any time and would not be liable for any losses caused by such termination or suspension. We may use the services of other mining pools in the future.

Due to the competitiveness of the global mining pool industry, we believe that we will be able to promptly access alternative mining pools, if required. Nevertheless, if Antpool or Foundry, or another pool operator that we rely on, suffers downtime due to a cyberattack, software malfunction or other similar issue, terminates our use of the mining pool, or ceases operations entirely due to increased regulatory restrictions, it will adversely impact our ability to mine and receive revenue. Furthermore, we are dependent on the accuracy of the mining pool operator’s record keeping to accurately calculate the network’s statistically expected reward for our hashrate, and the global average transaction fees revenue per block. While we may have internal methods of tracking both the hashrate we provide and the network’s statistically expected reward for that hashrate, the mining pool operator uses its own record-keeping to determine our reward. We may have little means of recourse against the mining pool operator if we fail to receive a payout or if we determine the calculation of the reward paid out to us by the mining pool operator is incorrect, other than by leaving the pool. If we are unable to consistently obtain accurate rewards from our mining pool operators, we may not receive accurate block rewards from the pool, with limited recourse to correct these inaccuracies. This could lead us to decide against further participation in a mining pool, or mining pools generally, which may affect the predictability of our mining returns, which could have an adverse effect on our business and operations.

In addition, our mining rewards are temporarily held by the operator of the pool until they are distributed to us. During this time, digital assets held by the pool operator may be subject to risk of loss due to theft or loss of private keys, among other things, and distributions of such digital assets from the pool operator to its custodian or other wallets may be intercepted by malicious actors.

If the pool operator ceases to provide services, whether related to a cyberattack, software malfunction or other similar issue, ceases operations entirely due to increased regulatory restrictions or discovers a shortfall in the Bitcoin held by the pool, the revenue that we generated from the pool may never be paid to us, and we may have little means of recourse against the mining pool operator. Even if we joined a different mining pool, there is a risk of short-term impact on our financial performance in making that transition, and a new mining pool would hold similar or additional risks.

Our transactions in digital assets may expose us to countries, territories, regimes, entities, organizations and individuals that are subject to sanctions and other restrictive laws and regulations.

The Office of Foreign Assets Control of the U.S. Department of the Treasury and the U.S. Department of State administer and enforce economic sanctions programs based on foreign policy and national security goals against targeted countries, territories, regimes, entities, organizations and individuals. In the UK: the Foreign, Commonwealth and Development Office is responsible for the UK’s international sanctions policy, including all international sanctions regimes and designations; the Office of Financial Sanctions Implementation (“OFSI”), which is a part of His Majesty’s Treasury, is responsible for ensuring that financial sanctions are properly understood, implemented and enforced (as well as maintaining OFSI’s Consolidated List of Financial Sanctions Targets); the Department for International Trade is responsible for implementing trade sanctions and embargoes, His Majesty’s Revenue & Customs is responsible for enforcing breaches of trade sanctions; and the National Crime Agency is responsible for investigating and enforcing breaches of financial sanctions. In Canada, Global Affairs Canada, the Department of Public Safety and Emergency Preparedness and the Department of Justice, as well as their respective ministers, administer and enforce Canada’s sanctions regime. In Australia, the Department of Foreign Affairs and Trade is the primary department that both

administers and enforces the sanctions regime in Australia. These laws and regulations may be implicated by a number of digital assets activities, including investing or trading. Because of the anonymous nature of blockchain transactions, we may not be able to determine the ultimate identity of the individuals with whom we transact when buying or selling digital assets or receiving Bitcoin through mining activities (for example, transaction fees, or rewards from mining pool), and thus may inadvertently engage in transactions with persons, or entities or territories that are the target of sanctions or other restrictions. To the extent government enforcement authorities enforce these, and other laws and regulations that are impacted by blockchain technology, we may be subject to investigation, administrative or court proceedings, and subsequent civil or criminal monetary fines and penalties, all of which could harm our reputation and adversely affect the value of our Ordinary shares.

Regulatory actions in one or more countries could severely affect the right to acquire, own, hold, sell or use Bitcoin or to exchange them for fiat currency.

One or more countries, such as India or Russia, may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use Bitcoin or to exchange them for fiat currency. In some nations, including China, it is illegal to accept payment in Bitcoin for consumer transactions and banking institutions are barred from accepting deposits of digital assets. Such restrictions may adversely affect us as the large-scale use of Bitcoin as a means of exchange is presently confined to certain regions.

Risks Related to Regulations, Regulatory Frameworks and Political Intervention

The regulatory landscape for AI is rapidly evolving, and unfavorable changes could adversely affect our business.

The development and deployment of AI technologies are subject to increasing regulatory scrutiny. Governments have enacted legislation or are considering enacting regulations addressing various aspects of AI, including data privacy, algorithmic accountability, energy consumption and national security. For example, concerns about the energy intensity of AI training and inference may lead to regulations that affect the siting, permitting or operation of data centers that support AI workloads. Additionally, our customers’ use of AI may become subject to new or expanded regulations that could reduce demand for our infrastructure services. New laws, regulations, or guidance could impose requirements or restrictions that adversely affect hyperscaler tenants and AI compute operators, reduce demand for AI compute infrastructure, or increase our compliance costs. If we or our customers fail to comply with applicable AI-related regulations, we could face regulatory penalties, litigation, or reputational harm. The broader adoption, use, and commercialization of AI technology and the continued rapid pace of developments in the AI field, are inherently uncertain. Our ability to keep up with evolving AI technology requirements and regulatory frameworks could have a material adverse effect on our business. AI has been developing at a rapid pace, and continues to evolve and change. We cannot predict whether additional computing power will continue to be required to develop larger, more powerful AI models, or if the practical limits of AI technology will plateau in the future regardless of available compute capacity.

Public perception of AI and its societal impact could also affect the regulatory environment and demand for AI infrastructure. Concerns relating to the use of new and evolving technologies supported by our infrastructure may result in collateral reputational harm to us, adverse regulatory action, or reduced demand for our services.

If we violate existing or proposed AI regulatory regimes or use our infrastructure services for unlawful or noncompliant purposes, we could be subject to regulatory investigations, fines, reputational damage, or contractual liability. It is possible that such regulatory frameworks will impose obligations on infrastructure providers to oversee, monitor, or restrict the use of AI systems that are trained or deployed on their data center or AI platforms.

Our business and financial condition may be materially adversely affected by changes to and/or increased regulation of energy sources.

We target markets with high levels of lower-carbon energy penetration and procure and retire certified renewable energy certificates equivalent to 100% of our purchased electricity. Regulatory constraints placed on energy-intensive industries may restrict or ban the operation of, or increase the cost of operating, data centers and Bitcoin mining or AI Cloud Services. More broadly, growing demand for renewable energy driven by the rapid expansion of data centers and AI infrastructure, combined with corporate sustainability commitments across industries, may strain the available supply of RECs and renewable energy in the markets where we operate, which could result in increased costs or reduced availability. Evolving customer sustainability requirements, including carbon-free electricity standards, may not be satisfied by our current certificate-based procurement and could require alternative forms of energy procurement at materially higher cost.

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 (including FinCEN, OFAC, SEC, CFTC, FINRA, CFPB, DOJ, DHS, FBI, IRS, OCC, FDIC, the Federal Reserve and state financial institution and securities regulators) have been examining the operations of digital asset networks, digital asset users and the Digital Asset Markets, with particular focus on the extent to which digital assets can be used to launder the proceeds of illegal activities, evade sanctions, or fund criminal or terrorist enterprises and the safety and soundness of trading platforms and other service providers that hold or custody digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. Ongoing and future regulatory actions with respect to digital assets generally or Bitcoin in particular may have an adverse impact on our business, prospects and operations. Moreover, the failure of FTX in November 2022 and the resulting market turmoil substantially increased regulatory scrutiny in the United States and globally and led to criminal investigations, SEC enforcement actions and other regulatory activity across the digital asset ecosystem.

There have also been several bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets. For example, the CLARITY Act would, if enacted, regulate digital asset markets and digital asset trading platforms in the United States. The CLARITY Act was passed by the House of Representatives in July 2025, and another version of the CLARITY Act passed out of a Senate committee in May 2026, but has not yet been taken up by the full Senate. In addition, also in July 2025, the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the “GENIUS Act”) became the first federal law specifically regulating the issuance, custody and other stablecoin-related matters in the United States.

It is difficult to predict whether, or when, the CLARITY Act or another Bill that would regulate digital asset markets and digital asset trading platforms may become law or whether any new law will lead to Congress granting additional authorities to the SEC or other regulators, what the nature of such additional authorities might be, how additional legislation and/or regulatory oversight might impact the ability of digital asset markets to function or how any new regulations or changes to existing regulations might impact the value of digital assets generally and Bitcoin specifically. The consequences of increased federal regulation of digital assets and digital asset activities could have a material adverse effect on our business and operations.

Furthermore, changes in U.S. political leadership and economic policies may create uncertainty that materially affects the price of digital assets. For example, on March 6, 2025, President Trump signed an Executive Order to establish a Strategic Bitcoin Reserve and a United States Digital Asset Stockpile. Pursuant to this Executive Order, the Strategic Bitcoin Reserve will be capitalized with Bitcoin owned by the Department of Treasury that was forfeited as part of criminal or civil asset forfeiture proceedings, and the Secretaries of Treasury and Commerce are authorized to develop budget-neutral strategies for acquiring additional Bitcoin, provided that those strategies impose no incremental costs on American taxpayers. Conversely, the Digital Asset Stockpile will consist of all digital assets other than Bitcoin owned by the Department of Treasury that were forfeited in criminal or civil asset forfeiture proceedings, but the U.S. Government will not acquire additional assets for the U.S. Digital Asset Stockpile beyond those obtained through such proceedings. The anticipation of a U.S. government-funded strategic cryptocurrency reserve had motivated large-scale purchases of various digital assets in the expectation of the U.S. government acquiring those digital assets to fund such reserve, and the market price of some digital assets decreased significantly as a result of the ultimate content of the Executive Order. Any similar action or omission by the U.S. federal administration or other government authorities may negatively and significantly impact the price of digital assets.

Law enforcement agencies have often relied on the transparency of blockchains to facilitate investigations. However, certain privacy-enhancing features have been, or are expected to be, introduced to a number of digital asset networks. If the Bitcoin network were to adopt any of these features, these features may provide law enforcement agencies with less visibility into transaction-level data. Europol, the EU’s law enforcement agency, released a report in October 2017 noting the increased use of privacy-enhancing digital assets like Zcash and Monero in criminal activity on the internet. In August 2022, OFAC banned all U.S. citizens from using Tornado Cash, a digital asset protocol designed to obfuscate blockchain transactions, by adding certain Ethereum wallet addresses associated with the protocol to its Specially Designated Nationals list and Blocked Persons List, though it has since removed the Tornado Cash smart contracts from this list. In October 2023, FinCEN issued a notice of proposed rulemaking that identified convertible virtual currency (“CVC”) mixing as a class of transactions of primary money laundering concern and proposed requiring covered financial institutions to implement certain recordkeeping and reporting requirements on transactions that covered financial institutions know, suspect or have reason to suspect involve CVC mixing within or involving jurisdictions outside the United States. In April 2024, the DOJ arrested and charged the developers of the Samourai Wallet mixing service with conspiracy to commit money laundering and conspiracy to operate an unlicensed money transmitting business. In May 2024, a cofounder of Tornado Cash was sentenced to more than five years imprisonment in the Netherlands for developing Tornado Cash on the basis that he had helped launder more than $2 billion worth of digital assets through Tornado Cash. Another Tornado Cash cofounder was convicted in federal court in New York of conspiracy to operate an unlicensed money transmitting business. Additional regulatory action with respect to privacy-enhancing digital assets and protocols is possible in the future.

Certain of our subsidiaries are currently subject to audits by the Canada Revenue Agency (“CRA”) and have raised an appeal in tax court relating to GST/HST collectible by certain of our subsidiaries and “input tax credits” that may be available to IREN. The outcome of such audits and appeal could reduce the amount of certain input tax credits we are able to recover for certain historical periods as well as going forward.

As digital assets have grown in both popularity and market size, governments around the world have reacted differently. Certain governments have deemed digital assets illegal or have severely curtailed the use of digital assets by prohibiting the acceptance of payment in Bitcoin and other digital assets for consumer transactions, barring banking institutions from accepting deposits of digital assets, or introducing punitive taxes on digital asset transactions. Other nations, however, allow digital assets to be used and traded without restriction. In some jurisdictions, such as in the United States, digital assets and products and services in the digital asset markets are subject to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. There is a risk that relevant authorities in any jurisdiction may impose more onerous regulation on Bitcoin, for example banning its use, regulating its operation, or otherwise changing its regulatory treatment. Such changes may introduce a cost of compliance, or have a material impact on our business model, and therefore our financial performance and shareholder returns. If the use of Bitcoin is made illegal in jurisdictions where Bitcoin is currently traded in heavy volumes, the available market for Bitcoin may contract. For example, on September 24, 2021, the People’s Bank of China announced that all activities involving digital assets in mainland China are illegal, which corresponded with a decrease in the price of Bitcoin. If another government with considerable economic power were to ban digital assets or related activities, this could have further impact on the price of Bitcoin.

Digital asset trading platforms and mining pools may also be subject to increased regulation and there is a risk that increased compliance costs are passed through to users, including us, as we exchange Bitcoin earned through our mining activities. There is a risk that a lack of stability in digital asset trading platforms and the closure or temporary shutdown of digital asset trading platforms and/or mining pools which we utilize due to fraud, business failure, hackers or malware, or government-mandated restrictions may reduce confidence in the Bitcoin network and result in greater volatility in or suppression of Bitcoin’s value and consequently have an adverse impact on our operations and financial performance. Digital asset trading platforms and mining pools typically offer a number of services, in addition to their core services. There is a risk that regulation or enforcement actions targeting digital asset trading platforms’ or mining pools’ non-Bitcoin activity could disrupt their Bitcoin-related services that we rely on.

We cannot be certain as to how future regulatory developments will impact the treatment of Bitcoin under the law, and ongoing and future regulation and regulatory actions could significantly restrict or eliminate the market for or uses of Bitcoin and materially and adversely impact our business. If we fail to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations or be subjected to fines, penalties and other governmental action. Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our business strategies at all, which could have a material adverse effect on our business, prospects or operations and potentially the value of any digital assets we plan to hold or expect to acquire for our own account.

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.

We currently operate in Australia, Canada, the United States and, following our acquisition of Nostrum Group in June 2026, Spain and therefore are subject to relevant laws and regulations in each jurisdiction. Laws regulating financial services, the internet, mobile technologies, digital assets and related technologies in Australia, Canada, the United States and other jurisdictions often impose different, more specific, or potentially conflicting obligations, as well as broader liability, on us. At the same time, we may also be required to comply with sanctions and export controls and counterterrorism financing laws and regulations in Australia, Canada, the United States, Europe and other jurisdictions around the world.

Regulators worldwide frequently study each other’s approaches to the regulation of AI or digital assets such as Bitcoin. Consequently, developments in any jurisdiction may influence other jurisdictions. New developments with respect to specific AI, digital asset transactions or operations in one jurisdiction may be extended to additional transactions or

operations and/or other jurisdictions. As a result, the risks created by any new law or regulation in one jurisdiction may be magnified by the potential that they may be replicated in other jurisdictions, affecting our business in another jurisdiction or involving another aspect of our operations. Conversely, if regulations diverge worldwide, we may face difficulty adjusting our business in order to comply with such divergent regulations. These risks are heightened as we face increased competitive pressure from other similarly situated businesses that engage in regulatory arbitrage to avoid the compliance costs associated with regulatory changes.

The complexity and ongoing development of U.S. federal and state, Australian, Canadian, European and other international regulatory and enforcement regimes, coupled with the global scope of our operations and the evolving global regulatory environment, could result in a single event prompting a large number of overlapping investigations and legal and regulatory proceedings by multiple government authorities in different jurisdictions. Any of the foregoing could, individually or in the aggregate, harm our reputation and adversely affect our operating results and financial condition. Due to the uncertain application of existing laws and regulations, it may be that, despite our analysis concluding that certain activities are currently unregulated, such activities may indeed be subject to financial regulation, licensing, or authorization obligations that we have not obtained or with which we have not complied. As a result, we are at a heightened risk of enforcement action, litigation, regulatory and legal scrutiny which could lead to sanctions, cease and desist orders, or other penalties and censures that could significantly and adversely affect our continued operations and financial condition.

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. Furthermore, a determination that Bitcoin is a “security” may adversely affect the value of Bitcoin and our business. In March 2026, the SEC issued an interpretation which took the view that Bitcoin is a “digital commodity” that is not a security. It is also possible that a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff. Federal court cases are not bound by the SEC’s interpretation and have been inconsistent in their application of the applicable legal test to digital assets.

Any enforcement action by the SEC or any international or state securities regulator or a claim by a private plaintiff asserting that Bitcoin is a security, or a court decision to that effect, would be expected to have an immediate material adverse impact on the trading value of Bitcoin, as well as our business. This is because the business models behind most digital assets are incompatible with regulations applying to transactions in securities. If a digital asset is determined or asserted to be a security, it is likely to become difficult or impossible for the digital asset to be traded, cleared or custodied in the United States, Australia, Canada and elsewhere through the same channels used by non-security digital assets, which in addition to materially and adversely affecting the trading value of the digital asset is likely to significantly impact its liquidity and market participants’ ability to convert the digital asset into U.S. dollars, Australian dollars, Canadian dollars and other currencies.

In addition, to the extent the SEC or its staff, or a state regulatory agency allege, or a federal court finds that Bitcoin is a security, we may be required to adjust our strategy or assets accordingly. We may not be able to maintain our exclusion from registration as an investment company under the 1940 Act. In addition, continuously seeking to avoid the need to register under the 1940 Act may limit our ability to engage in Bitcoin mining operations or otherwise make certain investments, and these limitations could result in our holding assets we may wish to sell or selling assets we may wish to hold, which could materially and adversely affect our business, financial condition and results of operations.

We are subject to governmental regulation and other legal obligations related to data privacy, data protection and information security. If we are unable to comply with these, we may be subject to governmental enforcement actions, litigation, fines and penalties or adverse publicity.

We collect and process data, including personal, financial and confidential information about individuals, including our employees and business partners and may obtain or process personal data in the provision of hosting or AI Cloud Services we offer. The collection, use, processing and storage of such data about individuals are governed by data privacy laws, regulations, guidelines and rules enacted and enforced in Australia, Canada (federal and provincial), the UK, EU, the United States (federal and state) and other jurisdictions worldwide. Data privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent between jurisdictions leading to uncertainty in interpreting such laws and it is possible that these laws, regulations and requirements may be interpreted and applied in a manner that is inconsistent with our existing information processing practices, and many of these laws are significantly litigated and/or subject to regulatory enforcement. The implication of this includes that various federal, state and foreign legislative or regulatory bodies may enact or adopt new or additional laws and regulations concerning data privacy, data retention, data transfer and data protection. Such laws may continue to add to our compliance costs, restrict or dictate how we collect, maintain, combine, disseminate and otherwise process information and could have a material adverse effect on our business, results of operations, financial condition and prospects.

The General Data Protection Regulation (“GDPR”), and any additional requirements in the national implementing laws of countries in the European Economic Area (“EEA”), which went into effect in the EU on May 25, 2018, applies to the collection, use, retention, security, processing, and transfer of personal data of individuals in the EEA; the United Kingdom (“UK”) data protection regime consisting primarily of the UK General Data Protection Regulation (“UK GDPR”), the UK Data Protection Act 2018 and the UK Data (Use and Access) Act of 2025 could further add to our compliance costs and limit how we process information. It is possible that the GDPR and UK GDPR may be interpreted or applied in a manner that is adverse to us or otherwise inconsistent with our practices; or that the EU, UK or other national supervisory authorities may hold that we are not in full compliance with the GDPR’s or UK GDPR’s requirements. The relationship between the UK and the EU in relation to certain aspects of data protection law also remains subject to change, including how data transfers between EU member states and the UK will be treated. These changes, and changes in the data privacy laws, rules and regulations that apply to us, may lead to additional compliance costs and could increase our overall risk.

The GDPR and the UK GDPR also increase the scrutiny of transfers of personal data from the EEA and the UK, respectively, to the United States and other jurisdictions. The mechanisms to comply with such obligations are in considerable flux and may lead to greater operational burdens, costs and compliance risks. For example, in July 2020, the Court of Justice of the EU (“CJEU”) limited how organizations could lawfully transfer personal data from the EEA to the United States by invalidating the EU-US Privacy Shield (under which personal data could be transferred from the EU to United States entities that had self-certified under the Privacy Shield scheme) and imposing further restrictions on use of the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism, and potential alternative to the Privacy Shield). On July 10, 2023, the European Commission adopted an adequacy decision in relation to the United States under a new EU-U.S. Data Privacy Framework (“EU-U.S. DPF”). The adequacy decision concludes that the United States ensures an adequate level of protection for personal data transferred from the EU to organizations in the United States that are included in the “Data Privacy Framework List,” maintained and made publicly available by the United States Department of Commerce pursuant to the EU-U.S. DPF. However, such adequacy decision is likely to face challenge. Any invalidation of the EU-U.S. DPF by the CJEU could create considerable uncertainty regarding providing our products and services in the EU, which may materially and adversely affect our business, financial condition, and results of operations. Additionally, the UK Information Commissioner’s Office has published its own transfer mechanism, the International Data Transfer Agreement, which

enables data transfers originating from the UK to so-called third countries, as well as an international data transfer addendum that can be used with the standard contractual clauses for the same purpose. Complying with these obligations and applicable guidance regarding cross-border data transfers could be expensive and time consuming.

Failure to comply with the requirements of the GDPR and UK GDPR may result in fines and other administrative penalties, with each regime having the ability to fine up to the greater of €20 million / £17.5 million, respectively, or 4% of annual global turnover. Failure to comply with these laws may also result in the imposition of significant criminal penalties and private litigation. Government enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, financial condition and results of operations.

In addition, like many websites, we use cookies and other tracking technologies on our website. In recent years, European lawmakers and regulators have expressed concern over electronic marketing and the use of nonessential cookies, web beacons and similar technology for online behavioral advertising, or tracking technologies, leading to an effort to replace the current rules on e-marketing (currently set out in the ePrivacy Directive and national implementing laws) with a new ePrivacy Regulation. When implemented, the new ePrivacy Regulation is expected to alter rules on tracking technologies and significantly increase fining powers to the same levels as the GDPR.

In the United States, according to the Federal Trade Commission (“FTC”), failure to take appropriate steps to keep consumers’ personal information secure constitutes unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act, 15 U.S.C § 45(a). The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. State privacy and security laws vary from state to state and, in some cases, can impose more restrictive requirements than U.S. federal law. For example, California enacted the California Consumer Privacy Act on June 28, 2018, which went into effect on January 1, 2020, which was subsequently amended by the California Privacy Rights Act of 2020, which became effective in most material respects on January 1, 2023 (collectively, the “CCPA”). The CCPA creates individual privacy rights for California consumers and increases the privacy and security obligations of entities handling certain personal data. For example, the CCPA requires covered companies to provide certain disclosures to California consumers about such companies’ data collection, use, sharing and other processing practices and to provide California residents with ways to opt-out of certain sales or transfers of their personal information. The CCPA is enforced by both the Office of the Attorney General of California and the newly-established California Privacy Protection Agency, and failure to fully comply can result in regulatory fines, and civil penalties for knowing/willful violations. The CCPA also provides California consumers with certain additional causes of action. This private right of action and the significant outstanding uncertainties in the interpretation, application and enforcement of key CCPA provisions may increase the likelihood of, and risks associated with, data breach litigation. Other state legislatures have passed, are currently contemplating, or may pass their own comprehensive data privacy and security laws, with potentially greater penalties and more rigorous compliance requirements relevant to our business. Moreover, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach. The CCPA and other such similar laws may increase our compliance costs and potential liability, and many similar laws have been proposed and/or enacted in other states and at the federal level.

In Canada the processing of personal information is regulated by a complex overlapping mix of federal, provincial and territorial laws, and separate regulatory frameworks govern the private sector and the public sector. The data protection law in British Columbia that is applicable directly to our business in that province is the Personal Information Protection Act (“BC PIPA”), which follows the same fair information principles as its U.S. or EU counterparts. The British Columbia Privacy Act creates a statutory tort of invasion of privacy that renders actionable, without proof of damages, a person’s willful invasion of another’s privacy. The British Columbia Privacy Act has been used successfully to pursue companies for their non-consensual processing of a plaintiff’s personal information. In addition, most federal, provincial and territorial

privacy laws directly and/or indirectly regulate information managers for, and other service providers to, an organization or government entity, and as such may also be relevant to our business.

The federal Personal Information Protection and Electronic Documents Act (“PIPEDA”) applies to private sector organizations in federally regulated industries, to cross-border data transfers, and to private sector organizations in provincially-regulated sectors except in British Columbia, Alberta and Quebec, which each has provincial privacy legislation deemed by regulation to be “substantially similar” to PIPEDA. In addition, some provinces have enacted sector-specific cybersecurity laws and regulations applicable to critical infrastructure, health technology, or financial institutions (notably Alberta, Ontario, and Quebec), and at the federal level the Critical Cyber Systems Protection Act, recently passed and the government has indicated it intends to bring it into force gradually. This statute will establish a mandatory cybersecurity framework for “designated operators” in federally regulated sectors.

It is important to note that of these laws, only PIPEDA has been granted adequacy status by the European Commission. Accordingly, transfers of personal data from GDPR regulated entities to an entity in British Columbia require the use of EU Standard Contractual Clauses or other permitted data transfers mechanisms, unless the recipient entity is regulated by PIPEDA.

In the Spring of 2026, the federal government introduced more new proposed legislation. First, Bill C-22, if passed, would enact the Supporting Authorized Access to Information Act, which will require “electronic service providers” to provide reasonable assistance to law enforcement to permit the assessment or testing of a device, equipment or other thing to enable an authorized person to access information. Electronic service providers are defined as “a person that provides an electronic service and provides the service to persons in Canada or carries on all or part of its business activities in Canada” and “electronic service” is defined “as a service that involves the creation, recording, storage, processing, transmission, reception, emission or making available of information in electronic, digital or any other intangible form by an electronic, digital, magnetic, optical, biometric, acoustic or other technological means, or a combination of any such means.” Second, Bill C-34, the Safe Social Media Act would enact the Digital Safety Commission of Canada Act, creating a new regulator with broad authority to regulate activities on the Internet, and the Digital Safety Act, imposing new duties on operators of social media, chatbot services and other interactive services to be designated by regulation. The precise scope of this Act will not be known until draft regulations are published.

Finally, Bill C-36, introduced in June 2026, would, if passed, repeal and replace PIPEDA with a new privacy law, the Protecting Privacy and Consumer Data Act, modernizing the regulatory framework to bring it more in line with the GDPR, including by establishing penalties comparable to those under the GDPR; imposing additional protections for sensitive personal information; and regulating an organization’s use of tools for automated decision making (defined to include rules-based systems, regression analysis, predictive analytics, machine learning, deep learning, and neural networks).

Any actual or perceived failure by us or the third parties with whom we work to comply with data privacy laws, regulations, guidelines, rules or industry standards, or any security incident that results in the unauthorized release or transfer of personally identifiable information, may result in governmental enforcement actions and investigations including by European Data Protection Authorities, U.S. federal and state regulatory authorities, Canadian federal and provincial regulatory authorities, fines and penalties, litigation and/or adverse publicity, including by consumer advocacy groups, and could cause a loss of trust in us, which could harm our reputation and have a material adverse effect on our business, reputation, results of operations, financial condition and prospects.

We are subject to environmental, health and safety laws and regulations, including applicable zoning, building-code and energy-efficiency standards and worker health and safety laws and regulations, that may expose us to significant liabilities for penalties, damages or costs of remediation or compliance.

We and our operations and properties are subject to laws and regulations governing health and safety, the discharge of pollutants into the environment or otherwise relating to health, safety and environmental protection requirements in the

countries and localities in which we operate. These laws and regulations may impose numerous obligations that are applicable to us, including acquisition of a permit or other approval before conducting construction or regulated activities; restrictions on the types, quantities and concentration of materials that can be released into the environment; limitation or prohibition of construction and operating activities in environmentally sensitive areas, such as wetlands or areas with endangered plants or species; imposition of specific health and safety standards addressing worker protection from work related health and safety risks; imposition of certain zoning, building code and energy-efficiency standards for the sites at which we operate; and imposition of significant liabilities for pollution, including investigation, remedial and clean-up costs. Failure to comply with these requirements may expose us to fines, penalties and/or interruptions in our operations (including our ability to recruit and retain personnel), among other sanctions, that could have a material adverse effect on our financial position, results of operations and cash flows. Certain environmental laws may impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances have been disposed of or otherwise released into the environment, including at current or former properties owned, leased or operated by us or at offsite disposal facilities, even under circumstances where the hazardous substances were released by prior owners or operators or the activities conducted and from which a release emanated complied with applicable law. Moreover, it is not uncommon for neighboring landowners, community groups, activists and other third parties to file claims for personal injury, property damage and nuisance allegedly caused by noise or the release of hazardous substances into the environment. In addition, our construction activities and data center operations involve inherently hazardous activities, including large-scale construction works, high-voltage electrical infrastructure and the operation of heavy equipment, and we rely on a large workforce of employees and contractors to carry out these activities. Unsafe practices, insufficient safety measures or a failure by our contractors to comply with applicable safety requirements could result in workplace incidents, including serious injuries or fatalities, which could result in stop-work orders, regulatory investigations, fines and penalties, civil or criminal liability, increased insurance costs, project delays and reputational harm. These risks are heightened as we expand our construction activities, including as we expand into new jurisdictions which may have different and potentially more onerous regulatory frameworks.

New or revised laws and regulations that result in increased compliance costs or additional operating restrictions, or the incurrence of environmental liabilities, could have a material adverse effect on our financial position, results of operations and cash flows.

The construction, operation and maintenance of our data centers and AI infrastructure projects are subject to significant safety risks, and safety incidents could result in injuries, construction delays and increased costs, operational interruptions, regulatory liability, personal injury claims, litigation and reputational harm.

Our project sites, including our data center facilities, storage systems and related transmission and interconnection infrastructure, involve inherently dangerous activities and conditions. Construction, operation and maintenance activities at these sites may expose our employees, contractors, subcontractors and other third parties to significant safety risks, including risks associated with high-voltage electrical systems, heavy equipment, cranes and lifting operations, excavation and trenching, work at heights, work in confined spaces, energized equipment, battery systems, fires, explosions, extreme weather, hazardous materials, vehicle and equipment movement and other construction and industrial hazards. These risks are heightened by the scale and complexity of our development programs, the number of projects we expect to have under

construction at any given time, the involvement of multiple contractors and subcontractors at the same site, and the need to coordinate construction activities with utility interconnection, energization, commissioning and operational activities.

Safety incidents could result in serious injury or loss of life, damage to or destruction of property, environmental releases, fires, explosions, equipment failures, work stoppages, project shutdowns, delays in achieving construction milestones or commercial operation, increased project and insurance costs, claims by employees, contractors, tenants, landowners or other third parties, and investigations, citations, fines or other enforcement actions by the Occupational Safety and Health Administration (“OSHA”) or other international, federal, state or local regulators. In addition, safety incidents may cause regulators, utilities, local governments, communities, tenants or financing parties to impose additional requirements, suspend work, delay approvals or require remediation measures, any of which could increase costs or delay our projects.

We are subject to workplace health and safety laws in the jurisdictions in which we operate, and non-compliance could result in significant penalties and other adverse consequences.

As we expand our operations, we are subject to workplace health and safety regimes in the jurisdictions in which we operate, some of which can be onerous and impose obligations on the Company and its personnel. For example, our Australian operations, including our corporate head office and Australian data center sites, are subject to work health and safety laws under which we owe a duty of care to our workers and others affected by our operations.

Workplace health and safety requirements vary by jurisdiction and may become more onerous as we expand into new markets or as laws in our existing markets evolve. Non-compliance could result in regulatory investigations, remediation or stop-work orders, and civil or criminal penalties.

There are risks in connection with noise pollution and community opposition related thereto that may have a negative effect on our business.

Our operations involve the use of a large number of cooling systems and hardware that generate noise. This noise generated by our data centers can pose several risks to the Company’s business including community complaints, reputational damage, litigation risk, regulatory risk, operational constraints, increased costs and opposition to expansion. These risks could lead to fines or penalties imposed by local governments, requirements to implement costly noise mitigation measures, restrictions on our operating hours, reduction of scale of our operations, stricter noise controls regulations on the Company’s operations, potential shutdown of data centers that cannot meet local noise regulations, damages resulting from lawsuits and difficulty obtaining necessary permits and approvals for expanding existing data centers or establishing new site operations.

The regulatory and legislative developments related to climate change may materially adversely affect our brand, reputation, business, results of operations and financial position.

A number of governments or governmental bodies have enacted, introduced or are contemplating legislative and regulatory changes in response to the increasing focus on climate change and its potential impacts, including from

governmental bodies, interest groups and stakeholders. Legislation and increased regulation regarding climate change could restrict our operations and energy supply and impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, costs to purchase RECs or allowances and other costs to comply with such regulations. Specifically, imposition of a tax or other regulatory fee in a jurisdiction where we operate or on electricity that we purchase could result in substantially higher energy costs and could in turn put our facilities at a competitive disadvantage due to the significant amount of electrical power required to operate data centers, Bitcoin mining machines and HPC and AI equipment and systems. Any future climate-related regulations could also adversely impact our ability to compete with companies situated in areas not subject to such limitations.

Given the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how climate-related legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential contribution to climate change by us or other companies in our industry could harm our reputation. Any of the foregoing could have a material adverse effect on our financial position, results of operations and cash flows.

If we were deemed an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, results of operations and financial condition.

An issuer will generally be deemed to be an “investment company” for purposes of the 1940 Act if:

•it is an “orthodox” investment company because it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or

•it is an inadvertent investment company because, absent an applicable exemption, (i) it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis, or (ii) it owns or proposes to acquire investment securities having a value exceeding 45% of the value of its total assets (exclusive of U.S. government securities and cash items) and/or more than 45% of its income is derived from investment securities on a consolidated basis with its wholly owned subsidiaries.

We believe that we are not and will not be primarily engaged in the business of investing, reinvesting or trading in securities, and we do not hold ourselves out as being engaged in those activities. We intend to hold ourselves out as a data center and Bitcoin mining business. Accordingly, we do not believe that we are an “orthodox” investment company as defined in Section 3(a)(1)(A) of the 1940 Act and described in the first bullet point above. Furthermore, we believe that, on a consolidated basis, less than 45% of our total assets (exclusive of U.S. government securities and cash items) are composed of, and less than 45% of our income is derived from, assets that could be considered investment securities. Accordingly, we do not believe that we are an inadvertent investment company by virtue of the 45% tests in Rule 3a-1 of the 1940 Act as described in the second bullet point above. In addition, we believe that we are not an investment company under Section 3(b)(1) of the 1940 Act because we are primarily engaged in a non-investment company business.

More specifically, Rule 3a-1 under the 1940 Act generally provides that an entity will not be deemed to be an “investment company” for purposes of the 1940 Act if: (a) it does not hold itself out as being engaged primarily, and does not propose to engage primarily, in the business of investing, reinvesting or trading securities and (b) consolidating the entity’s wholly-owned subsidiaries (within the meaning of the Investment Company Act), no more than 45% of the value of its assets (exclusive of U.S. government securities and cash items) consists of, and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S. government securities, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries of such entity and securities issued by qualifying companies that are controlled primarily by such entity. IREN Limited’s assets,

consolidated with its wholly-owned subsidiaries (within the meaning of the 1940 Act), consist primarily of property, plant and equipment, right-of-use assets, goodwill, deferred tax assets, mining hardware prepayments and other assets that we believe would not be considered securities for purposes of the 1940 Act. We also believe that the primary source of income of IREN Limited is properly characterized as income earned in exchange for the provision of services. Therefore, we believe that, consolidating IREN Limited’s wholly-owned subsidiaries (within the meaning of the 1940 Act), no more than 45% of the value of its assets (exclusive of U.S. government securities and cash items) consists of, and no more than 45% of its net income after taxes (for the past four fiscal quarters combined) is derived from, securities other than U.S. government securities, securities issued by employees’ securities companies, securities issued by qualifying majority owned subsidiaries of IREN Limited and securities issued by qualifying companies that are controlled primarily by IREN Limited.

Accordingly, we believe that on a consolidated basis less than 45% of our total assets (exclusive of U.S. government securities and cash items) are composed of, and less than 45% of our income is derived from, assets that could be considered investment securities and we do not believe that we are, or will be, deemed to be an investment company.

Furthermore, while certain digital assets may be deemed to be securities, we do not believe that certain other digital assets, in particular Bitcoin, are securities. Our mining activities currently focus on Bitcoin, which we believe should not be treated as an investment security for purposes of the 1940 Act. Therefore, to the extent we hold assets in Bitcoin, we believe that such assets would not constitute investment securities for purposes of the 45% tests in Rule 3a-1 of the 1940 Act as described in clause (ii) in the second bullet point above. However, although the SEC and courts are providing increasing guidance on the treatment of digital assets for purposes of federal securities law, this continues to be an evolving area of law. Although the current SEC has taken an interpretive position that Bitcoin is not a security, the SEC’s position on digital assets generally has evolved across administrations, and may change in the future.

In order to stay within the limits described above, we may need to take certain measures, which may include acquiring assets with our cash, liquidating our investment securities or seeking no-action relief or exemptive relief from the SEC if we are unable to acquire sufficient assets or liquidate sufficient investment securities in a timely manner. This may limit our ability to make certain investments or enter into joint ventures that could otherwise have a positive impact on our earnings. In any event, we do not intend to become an investment company engaged in the business of investing and trading securities.

If we were to be wrong with regard to our analysis under Rule 3a-1 under the 1940 and also if we were to be deemed an inadvertent investment company, we may seek to rely on Rule 3a-2 under the 1940 Act, which may be used no more than once every three years and which allows an inadvertent investment company a grace period of one year from the earlier of (a) the date on which the issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis or (b) the date on which the issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

The 1940 Act and the rules thereunder contain detailed parameters for the organization and operations of investment companies. Among other things, the 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock options, and impose certain governance requirements. We intend to continue to conduct our operations so that we will not be deemed to be an investment company under the 1940 Act. However, if anything were to happen that would cause us to be deemed to be an investment company under the 1940 Act, requirements imposed by the 1940 Act, including limitations on our capital structure, ability to transact business with affiliates, ability to compensate key employees, and ability to raise money in the

U.S. capital markets and from U.S. lenders or to have our shares listed on a U.S. stock exchange, could make it impractical for us to continue our business as currently conducted and/or impair the agreements and arrangements between and among us and our senior management team. Compliance with the requirements of the 1940 Act applicable to registered investment companies may make it difficult for us to continue our current operations or our operations as a company that is engaged in the business of developing data center infrastructure and in activities related to Bitcoin mining, and this would materially and adversely affect our business, financial condition and results of operations.

If we were required to register as an investment company but failed to do so, the consequences could be severe. Among the various remedies it may pursue, the SEC may seek an order of a court to enjoin us from continuing to operate as an unregistered investment company. In addition, all contracts that we have entered into in the course of our business, including securities that we have offered and sold to investors, will be rendered unenforceable except to the extent of any equitable remedies that might apply. An affected investor in such case may pursue the remedy of rescission.

If regulatory changes or interpretations of our activities require us to register under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, or otherwise under state laws, we may incur significant compliance costs, which could be substantial or cost-prohibitive. If we become subject to these regulations, our costs in complying with them may have a material adverse effect on our business and results of operations.

Certain digital assets including Bitcoin are treated as “money” by FinCEN, and businesses engaged in the transfer of money or other payments services are subject to registration and licensure requirements at the U.S. federal level and also under similar U.S. state laws as a money transmitter. While FinCEN has issued guidance that digital asset mining, without engagement in other activities, does not require registration and licensure with FinCEN, this could be subject to change as FinCEN and other regulatory agencies continue their scrutiny of the Bitcoin network and digital assets generally. To the extent that our business activities cause us to be deemed a “money services business” under the regulations promulgated by FinCEN under the authority of the BSA, we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.

To the extent that our activities would cause us to be deemed a “money transmitter” or equivalent designation, under state law in any state in which we may operate, we may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of anti-money laundering programs, including implementing a know-your-counterparty program and transaction monitoring, maintenance of certain records and other operational requirements. Such additional federal or state regulatory obligations may cause us to incur extraordinary expenses. Furthermore, we may not be capable of complying with certain federal or state regulatory obligations applicable to “money services businesses” and “money transmitters,” such as monitoring transactions and blocking transactions, because of the nature of the Bitcoin network. If it is deemed to be subject to and determined not to comply with such additional regulatory and registration requirements, we may act to dissolve and liquidate.

The application of the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission to our business is unclear and is subject to change in a manner that is difficult to predict. To the extent we are deemed to be or subsequently become subject to regulation by the U.S. Commodity Futures Trading Commission in connection with our business activities, we may incur additional regulatory obligations and compliance costs, which may be significant.

The CFTC has taken the position that Bitcoin falls within the definition of a “commodity” under the U.S. Commodities Exchange Act of 1936, as amended (the “CEA”), and the regulations promulgated by the CFTC thereunder (“CFTC Rules”). As a result, the CFTC has taken the position that it has general enforcement authority to police against manipulation and fraud in the spot markets for Bitcoin. From time to time, manipulation, fraud and other forms of improper trading by other participants involved in the markets for Bitcoin and other digital assets have resulted in, and may in the future result in, CFTC investigations, inquiries, enforcement action, and similar actions by other regulators, government

agencies and civil litigation. Such investigations, inquiries, enforcement actions and litigation may cause adverse publicity for Bitcoin and other digital assets, which could adversely impact mining profitability.

In addition to the CFTC’s general enforcement authority to police against manipulation and fraud in spot markets for Bitcoin and other digital asset commodities, the CFTC has regulatory and supervisory authority with respect to commodity futures, options, and/or swaps (“Commodity Interests”) and certain transactions in commodities offered to retail purchasers on a leveraged, margined, or financed basis. Although we do not currently engage in such transactions, changes in our activities, the CEA, CFTC Rules, the interpretations and guidance of the CFTC, or future legislative changes to the CFTC’s jurisdiction may subject us to additional regulatory requirements, licenses and approvals which could result in significant increased compliance and operational costs. For example, a number of bills introduced in Congress would give the CFTC expanded jurisdiction over digital assets, including general authority to regulate digital asset spot markets and their participants.

Furthermore, trusts, syndicates and other collective investment vehicles operated for the purpose of trading in Commodity Interests may be subject to regulation and oversight by the CFTC and the NFA as “commodity pools.” If our mining activities or transactions in Bitcoin and other digital assets were deemed by the CFTC to involve Commodity Interests and the operation of a commodity pool for the Company’s shareholders, we could be subject to regulation as a commodity pool operator and required to register as such. Such additional registrations may result in increased expenses, thereby materially and adversely impacting an investment in our Ordinary shares. If we determine it is not practicable to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. Any such action may adversely affect an investment in our business.

While we are not aware of any provision of the CEA or CFTC Rules currently applicable to the mining of Bitcoin and other digital assets, this is subject to change. We cannot be certain how future changes in legislation, regulatory developments, or changes in CFTC interpretations and policy may impact the treatment of digital assets and the mining of digital assets. Any resulting requirements that apply to or relate to our mining activities or our transactions in Bitcoin and digital assets may cause us to incur additional extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in our Ordinary shares.

Failure to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.

We operate an international business and may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We are subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act, the Canadian Corruption of Foreign Public Officials Act, section 70.2 of the Australian Criminal Code and other applicable anti-corruption and anti-money laundering laws in countries in which we conduct activities. The FCPA prohibits providing, offering, promising, or authorizing, directly or indirectly, anything of value to government officials, political parties, or political candidates for the purpose of obtaining or retaining business or securing any improper business advantage. The provisions of the UK Bribery Act extend beyond bribery of government officials and create offenses in relation to commercial bribery including private sector recipients. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. The Canadian Corruption of Foreign Public Officials Act prohibits directly or indirectly giving, offering, or agreeing to give or offer any form of advantage or benefit to a foreign public official to obtain an advantage in the course of business. It also prohibits engaging in accounting practices employed to bribe a foreign public official or conceal a bribe. Section 70.2 of the Australian Criminal Code prohibits providing, offering, or promising a benefit or causing a benefit to be provided when the benefit is not legitimately due to

the person with the intention of influencing a foreign public official in the exercise of their official duties to obtain or retain a business or business advantage.

We face significant risks if we or any of our directors, officers, employees, contractors, agents or other partners or representatives fail to comply with these laws, and governmental authorities in Australia, the United States, Canada, the UK and elsewhere could seek to impose substantial civil and/or criminal fines and penalties, which could have a material adverse effect on our business, reputation, operating results, prospects and financial condition.

However, our directors, officers, employees, contractors, agents and other partners to which we outsource certain of our business operations may nevertheless take actions in violation of our policies or applicable law. Any such violation could have an adverse effect on our reputation, business, operating results, prospects and financial conditions.

Any violation of the FCPA, the UK Bribery Act, the Canadian Corruption of Foreign Public Officials Act, section 70.2 of the Australian Criminal Code and other applicable anti-corruption laws, or anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA and the Canadian Corruption of Foreign Public Officials Act, suspension or debarment from U.S. and Canadian federal or sub-federal government contracts, any of which could have a materially adverse effect on our reputation, business, operating results, prospects and financial condition. In addition, responding to any enforcement action or internal investigation related to alleged misconduct may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

We and our third-party service providers and customers may fail to adequately secure or maintain the confidentiality, integrity or availability of the data we hold or detect any related threats, and may experience other security incidents that result from deliberate attacks or unintentional events, any of which could disrupt our normal business operations and our financial performance and adversely affect our business.

Our business operations and reputation depend on our ability to maintain the confidentiality, integrity and availability of data, digital assets and systems related to our business, suppliers, proprietary technologies, processes and intellectual property. We and our business and commercial partners, including customers, rely extensively on third-party service providers’ information technology (“IT”) systems, including renewable energy infrastructure, cloud-based systems and on-premises servers (i.e. data centers), to record and process transactions and manage our operations, among other matters.

Security breaches or data security incidents experienced by us or our third-party service providers, manufacturers, joint collaborators or other business or commercial partners can vary in scope and intent from breaches resulting from unintentional events to economically-driven attacks to malicious attacks targeting our key operating systems with the intent to misappropriate, disrupt, disable or otherwise cripple our operations and service offerings. This can include any combination of phishing attacks, malware, ransomware attacks or viruses targeted at our key systems and IT systems as well as those of our third-party service providers, and such attacks may arise from internal sources (for example, employees, contractors, service providers, suppliers and operational risks) or external sources (for example, nation states, terrorists, hacktivists, competitors and acts of nature). Such threats are prevalent, increasing in frequency, evolving in nature, becoming increasingly difficult to detect and may increase in frequency and effectiveness, including through the use of artificial intelligence. In addition, if any of our employees, contractors, consultants, vendors or service providers use any

third-party artificial intelligence-powered software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure or incorporation of our confidential information into publicly available training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect and enforce our intellectual property or confidential information, harming our competitive position and business.

Certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target, and we may not be able to implement adequate preventative measures. Other attacks may be caused in a manner that does not require unauthorized access to our IT systems, such as denial of service attacks on websites with the intention of making network services unavailable to intended users. Unauthorized parties have attempted, and we expect that they will continue to attempt, to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means. A successful security breach or security incident may target us directly, or indirectly target or impact us through our third-party service providers, manufacturers, joint collaborators or other business or commercial partners. A security breach or other security incident at a third-party service provider’s location or ours, or within a third-party service provider’s systems or ours, could affect our control over personal or confidential information or adversely impact our operations and ability to earn revenue.

The inadvertent disclosure of or unauthorized access to IT systems, networks and data, including personal information, confidential information and proprietary information, may adversely affect our business or our reputation and could have a material adverse effect on our financial condition. In addition, undiscovered vulnerabilities in our products, equipment or services could expose us to hackers or other unscrupulous third parties who develop and deploy viruses and other malicious software programs that could attack our products, equipment services and business. In the case of such a security breach, security incident or other IT failure, we may suffer damage to our key systems and experience (i) interruption in our services, (ii) loss of ability to control or operate our equipment, (iii) misappropriation of personal data and (iv) loss of critical data that could interrupt our operations, which may adversely impact our reputation and brand and expose us to increased risks of violation of applicable law (for example, personal data protection laws), governmental and regulatory investigation and enforcement actions, private litigation or other liability, including potentially significant financial losses, regulatory fines and penalties, extortion, threats and reimbursement and other compensation costs, any of which could adversely affect our business. In addition, substantial costs may be incurred to investigate, remediate and prevent cybersecurity incidents.

A security breach may also trigger mandatory data breach notification obligations under applicable privacy and data protection laws, which, if applicable, could lead to widespread adverse publicity and a loss in confidence regarding the effectiveness of our data security measures. Furthermore, mitigating the risk of future attacks or IT systems failures have resulted, and could in the future result, in additional operating and capital costs in systems technology, personnel, monitoring and other investments. Therefore, in the event of any such actual or potential incidents, our costs and resources diverted and any impacted assets may not be partially or fully recoverable. Most of our sensitive and valuable data, including digital assets, are stored with third-party custodians and service providers. Therefore, we rely on the digital asset community to optimize and protect sensitive and valuable data, confidential information and identify vulnerabilities. Any actual or perceived security breach at any of those third-party custodians and service providers could lead to theft or irretrievable loss of our fiat currencies or digital assets, which may or may not be covered by insurance maintained by us or our third-party custodians or service providers.

In addition, our expansion into AI Cloud Services may expose us to additional risks related to cybersecurity. The increased complexity of managing access controls and isolating customer environments can lead to potential vulnerabilities and create opportunities for unauthorized access, data breaches or other cybersecurity incidents. Additionally, the risk profile of each customer may vary, and threats or compromises affecting one tenant could potentially impact others. Constant vigilance, robust security protocols, regular audits, and collaboration with customers on cybersecurity best practices are essential to help to mitigate these risks and maintain the integrity and confidentiality of data within a shared data center environment. Our failure to effectively maintain such measures may adversely impact our operations and ability to earn revenue.

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.

Certain institutional investors, investor advocacy groups, investment funds, creditors and other influential financial markets participants have become increasingly focused on companies’ ESG practices and disclosures in evaluating their investments and business relationships. The heightened stakeholder focus on ESG issues related to our business requires the routine monitoring of various and evolving laws, regulations, standards and expectations and the associated reporting requirements. Certain organizations also provide ESG ratings, scores and benchmarking studies that assess companies’ ESG practices. Although there are no universal standards for such ratings, scores or benchmarking studies, they are used by some investors to inform their investment and voting decisions. It is possible that our future shareholders or organizations that report on, rate or score ESG practices will not be satisfied with our ESG strategy or performance. Unfavorable or inaccurate press about or ratings or assessments of our ESG strategies or practices, regardless of whether or not we comply with applicable legal requirements, may lead to adverse investor sentiment toward us and our industry, which in turn could have an adverse impact on our share price, demand for our securities and our access to, and cost of, capital.

Furthermore, if our competitors’ corporate responsibility or ESG performance is perceived to be better than ours, potential or current investors may elect to invest in our competitors instead. In the event that we publicly disclose, voluntarily or otherwise, certain initiatives or goals regarding ESG matters, including relating to our focus on renewable energy usage and purchasing of RECs, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. Relatedly, there is increased focus by regulators, customers and other stakeholders on greenwashing and sustainability-related claims. At the same time, investors may take conflicting approaches to ESG issues and we may also face backlash from investors or other stakeholders who view our ESG initiatives negatively. For example, there is an increasing number of state-level initiatives in the United States that target ESG and the current presidential administration has pursued policies discouraging ESG initiatives as well. If we fail to satisfy the ESG-related expectations or requirements of investors and other key stakeholders or comply with new ESG-related regulations, our initiatives are not executed as planned or we are subject to

any greenwashing or other allegations or claims, our reputation and financial results could be materially and adversely affected. In addition, our share price, demand for our securities and access to, and cost of, capital, could be adversely affected.

In addition, we are, or expect to become, subject to mandatory sustainability and climate-related disclosure regimes in certain jurisdictions in which we operate, including climate-related financial disclosure requirements in Australia under the Corporations Act 2001 (Cth), and additional regimes, including in California and the European Union, may apply to us in the future. These regimes require, or are expected to require, detailed disclosures in relation to our governance, strategy, risk management, and metrics and targets, of the relevant sustainability issue. For example, climate-related mandatory disclosure regimes that are based on ISSB IFRS S2 (including AASB S2 in Australia), require the disclosure of information about climate-related risks and opportunities that could reasonably be expected to affect our cash flows, access to finance or cost of capital over the short, medium or long term. Disclosures regarding climate-related targets and commitments and anticipated financial effects associated with climate-related risks and opportunities involve important judgments, assumptions and estimates that are subject to a number of risks and uncertainties. As a result our actual performance and the actual financial effects may differ from any such targets and commitments and anticipated financial effects, and any such differences could be material. Accordingly, you should not place undue reliance on any such climate-related targets and anticipated financial effects included in any such sustainability and climate-related disclosures.

Similarly we are, or are expected to become, subject to mandatory human rights (including modern slavery)-related disclosure and control requirements in certain jurisdictions in which we operate, including modern slavery value chain assessment and reporting requirements in Australia under the Modern Slavery Act 2018 (Cth).

Compliance with all the regimes described above requires the collection, measurement and reporting of data across our operations and value chain that is subject to evolving standards and methodologies, inherent measurement uncertainty, forward-looking information and judgments, and involves significant costs, systems development and management attention. We have also made, or will be expected to make, contractual sustainability reporting and performance commitments to certain of our customers or other key stakeholders such as financiers and insurers. Alternatively, we may operate within certain value chains in which our suppliers or customers (or their suppliers or customers) are subject to mandatory reporting regimes under which they seek relevant information from us, regardless of the existence or otherwise of our direct regulatory or contractual obligation.

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.

Site expansion and development can be negatively impacted by new grid restrictions. Regional markets and the North American Electric Reliability Corporation (“NERC”) are investigating how large power users like AI equipment impact the

reliability of the electric grid. NERC has established a large load task force to better understand the reliability impact(s) of emerging large loads. In July 2025, NERC issued a white paper entitled “Characteristics and Risks of Emerging Large Loads” which found “evidence that large loads impact the bulk power system (BPS) reliability.” NERC has found load reduction events have occurred in ERCOT and the eastern interconnection that have caused frequency and voltage issues. As the grid continues to grow and more large load is interconnected, ERCOT is pursuing voltage ride-through requirements as a way to increase grid reliability. On July 23, 2025, ERCOT issued a market notice requesting information related to voltage ride-through capabilities to ensure the reliable interconnection and operation of data center and crypto-mining loads 75MW or greater in size. The response to ERCOT’s survey will be used by ERCOT, in coordination with the interconnecting Transmission and/or Distribution Service Provider, to determine whether any changes to the large load's dynamic model information are needed. ERCOT is also considering potential mitigation including establishing voltage ride-through standards for large loads, such that more load remains connected and continue consuming power from the grid during normal system disturbances. Additional potential mitigation includes large loads voluntarily designing protection systems to ride-through common grid disturbances.

Our compliance and risk management methods might not be effective and may result in outcomes that could adversely affect our reputation, operating results and financial condition.

Our ability to comply with applicable complex and evolving laws, regulations and rules is largely dependent on the establishment and maintenance of our compliance, audit and reporting systems, as well as our ability to attract and retain qualified compliance and other risk management personnel. We cannot assure you that our policies and procedures will be effective or that we will be successful in identifying all laws, regulations and rules applicable to us and in monitoring or evaluating the risks to which we are or may be exposed in all market environments or against all types of risks, including unidentified or unanticipated risks. Our risk management policies and procedures rely on a combination of technical and human controls and supervision that are subject to error and failure. Some of our methods for managing risk are discretionary by nature and are based on internally developed controls and observed historical market behavior, and may also involve reliance on standard industry practices. These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market. Our compliance and risk management policies and procedures also may not adequately prevent losses due to technical errors if our testing and quality control practices are not effective in preventing failures. In addition, we may elect to adjust our risk management policies and procedures to allow for an increase in risk tolerance, which could expose us to the risk of greater losses.

Risks Related to Intellectual Property

If we are unable to protect the confidentiality of our trade secrets or other intellectual property rights or otherwise obtain, maintain, protect and enforce our intellectual property rights, our business and competitive position could be harmed.

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, including entering into non-disclosure agreements with employees, consultants and third parties with access to our trade secrets. However, such measures may not provide adequate protection and the value of our trade secrets could be lost through misappropriation or breach of our confidentiality agreements. For example, an employee with authorized access to

our trade secrets or other intellectual property rights may misappropriate them and provide them to a competitor. The recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully because enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time consuming, and the outcome is unpredictable. In addition, we may not have executed agreements with every party who has had access to our confidential information. Thus, despite precautions we may take, it may be possible for unauthorized third parties to use information that we regard as proprietary, including our trade secrets, and our confidential information to create services that compete with ours, which could harm our competitive position. In addition to the risk of misappropriation and unauthorized disclosure of our trade secrets and other confidential information, our competitors may develop similar or better technologies independently and in a manner that could prevent legal recourse by us, which could result in costly product redesign efforts, discontinuance of certain product offerings or other competitive harm. Furthermore, any of our intellectual property rights could be challenged, invalidated, circumvented, infringed, diluted, disclosed or misappropriated and adequate legal recourse may be unavailable.

We may not be able to protect our competitive advantage if we are otherwise unable to obtain, maintain, protect or enforce our intellectual property rights or if we do not detect or are unable to address unauthorized use of our intellectual property. We have not sought patent protection for our proprietary methods, designs or technologies, and, as a result, we cannot look to patent rights for protection of the same. Litigation or proceedings before governmental authorities and administrative bodies may be necessary in the future to enforce our intellectual property rights and to determine the validity and scope of our rights and the proprietary rights of others. Should we choose to secure additional rights in our intellectual property, the process of obtaining and maintaining such protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable applications at a reasonable cost. We may not execute agreements with every party who contributes to the development of our intellectual property. Accordingly, we may become subject to disputes with such parties regarding the ownership of intellectual property that we consider to be ours.

Our intellectual property rights and the enforcement or defense of such rights may be affected by developments or uncertainty in laws and regulations relating to intellectual property rights. Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain, and many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries do not favor the enforcement of patents, trade secrets and other intellectual property protection, which could make it difficult for us to stop the infringement, misappropriation or other violation of our intellectual property.

Policing unauthorized use, infringement, misappropriation and other violation of our trade secrets and other intellectual property is difficult and we may not always be aware of such unauthorized use, infringement, misappropriation or other violation. Litigation brought to protect and enforce our intellectual property rights could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. As a result, we may be aware of infringement by our competitors but may choose not to bring litigation to protect our intellectual property rights due to the cost, time and distraction of bringing such litigation. Furthermore, if we do decide to bring litigation, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits challenging or opposing our right to use and otherwise exploit particular intellectual property or the enforceability of our intellectual property rights. Furthermore, many of our current and potential competitors may have the ability to dedicate substantially greater resources to developing and protecting their technology or intellectual property rights than we do. Any of the foregoing could adversely affect our continued operations and financial condition.

Third parties may claim that we are infringing upon, misappropriating or otherwise violating their intellectual property rights, which may prevent or inhibit our operations and cause us to suffer significant litigation expense even if these claims have no merit.

Our commercial success depends, in part, on our ability to operate without undue cost and distraction of claims that we are infringing, misappropriating or otherwise violating the intellectual property rights of third parties. However, third parties may own patents (or have pending patent applications that later result in patents) or other intellectual property that our operations may infringe, misappropriate or otherwise violate, or those third parties may believe our operations infringe, misappropriate or otherwise violate. In addition, third parties may purchase patents for the purpose of asserting claims of infringement and attempting to extract license fees from us via settlements. There also could be patents or other intellectual property that we believe we do not infringe, misappropriate or otherwise violate, but that we may ultimately be found to infringe, misappropriate or otherwise violate. Further, because patents can take many years to issue, there may be currently pending applications of which we are unaware that may later result in issued patents that our operations infringe.

Any claims of infringement, misappropriation or violation of intellectual property rights, even claims without merit, settled out of court or determined in our favor, could be costly and time-consuming to defend and could require us to divert resources away from operations. If any third party has a meritorious or successful claim that we are infringing, misappropriating or otherwise violating their intellectual property, we may be forced to redesign our operations, secure a license from such third parties, which may be costly or impractical, pay substantial damages, or stop using our intellectual property. Moreover, we could be found liable for treble damages and attorneys’ fees, if we are found to have willfully infringed a third-party’s patent or copyright. In addition, during the course of litigation there could be public announcements of the results of hearings, motions, or other interim proceedings or developments. Any of the foregoing could materially adversely affect our business, financial condition, results of operations and prospects.

Risks Related to Ownership of Our Ordinary Shares

The market price of our Ordinary shares is highly volatile.

The market price of our Ordinary shares has been volatile and is likely to continue to fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations similar to ours as well as the fluctuation in the market price of Bitcoin and other digital assets. In addition, technology stocks have historically experienced high levels of volatility. The market price for our Ordinary shares may be influenced by many factors, including:

•actual or anticipated fluctuations in our financial and operating results;

•changes in the market valuations of our competitors;

•rumors, publicity, and market speculation involving us, our management, our competitors, or our industry;

•announcements of new customer contracts, investments, new products, services or solutions, capital raising initiatives, acquisitions, strategic partnerships, joint ventures, capital commitments, integrations or capabilities, technologies, or innovations by us or our competitors;

•changes in financial estimates or recommendations by securities analysts;

•changes in laws or regulations applicable to us or our industry;

•the perception of our industry by the public, legislatures, regulators and the investment community;

•unfavorable or inaccurate press about or ratings or assessments of our ESG strategies or practices, regardless of whether or not we comply with applicable legal requirements, may lead to adverse investor sentiment toward us and our industry, which in turn could have an adverse impact on our share price, demand for our securities and our access to, and cost of, capital;

•additions or departures of key personnel;

•potential litigation or regulatory investigations;

•general economic, industry, political and market conditions and overall market volatility, including resulting from public health crises, including an outbreak of an infectious disease, war, incidents of terrorism, or responses to these events;

•the trading price of digital assets, in particular Bitcoin;

•supply chain disruptions, manufacturing constraints and logistics disruptions in the delivery of GPUs and other equipment;

•sales of our Ordinary shares by us, our directors and officers, holders of our Ordinary shares or our shareholders in the future or the anticipation that such sales may occur in the future; and

•the trading volume of our Ordinary shares on the Nasdaq.

Broad market and industry factors may adversely affect the market price of our Ordinary shares, regardless of our actual operating performance. Further, a decline in the financial markets and related factors beyond our control may cause the price of our Ordinary shares to decline rapidly and unexpectedly.

If securities or industry analysts cease to publish research or reports about our business, or if they adversely change their recommendations regarding the Ordinary shares, our Ordinary share price and trading volume could decline.

The trading market for our Ordinary shares is influenced by research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more analysts who cover us downgrade our Ordinary shares, or adversely change their recommendations regarding the Ordinary shares, the market price for our Ordinary shares would likely decline. Equity research analysts may elect not to provide research coverage of our Ordinary shares, and such lack of coverage may adversely affect the market price of our Ordinary shares.

Future sales, or the possibility of future sales, of a substantial number of our Ordinary shares could adversely affect the price of our Ordinary shares.

Future sales of a substantial number of our Ordinary shares, or the perception that such sales will occur, could cause a decline in the market price of our Ordinary shares. As of August 14, 2026, we had 394,058,648 Ordinary shares outstanding. Ordinary shares, other than those held by our directors, officers and shareholders owning 10% or more of our outstanding shares, may be resold in the public market immediately without restriction, and those shares held by our directors, officers and shareholders owning 10% or more of our outstanding shares may be eligible for sale in the public market to the extent permitted by Rule 144 and Rule 701 of the Securities Act. If our shareholders sell substantial amounts of Ordinary shares in the public market, or the market perceives that such sales may occur, the market price of our Ordinary shares and our ability to raise capital through an issue of equity securities in the future could be adversely affected.

Separately, we have granted NVIDIA Corporation a right to purchase up to 30 million Ordinary shares at a price of $70.00 per share over a five-year term, subject to certain conditions including regulatory approvals. We may consider entering into similar strategic arrangements with counterparties, including customers and OEMs, in the future. We have also issued, and may in the future issue, Ordinary shares as consideration for acquisitions (including our acquisition of

Mirantis, Inc.), upon conversion of our outstanding convertible senior notes (collectively, the “Convertible Notes”) and in settlement of equity incentive awards, including the restricted share unit awards granted to our Co-Chief Executive Officers in July 2026. Each of the foregoing issuances of Ordinary shares results in dilution of the economic and voting interests of existing shareholders. Any such issuances or sales, or the perception that such issuances or sales may occur, could adversely affect the market price of our Ordinary shares.

We are party to an At Market Sales Agreement (“Sales Agreement”), dated as of January 21, 2025 and subsequently amended and restated on August 28, 2025, with B. Riley Securities, Inc., Canaccord Genuity LLC, Cantor Fitzgerald & Co., Citigroup Global Markets Inc., Compass Point Research & Trading, LLC, J.P. and Roth Capital Partners, LLC, to which Citizens JMP Securities, LLC, Goldman Sachs & Co. As a result, we may increase the amount of our Ordinary shares that may be sold from time to time pursuant to the Sales Agreement in accordance with the terms of the Sales Agreement. Currently, our prospectus would permit us to sell up to $6 billion in Ordinary shares and, as of August 14, 2026, we had sold a total of 47,165,838 Ordinary shares under the Sales Agreement for aggregate gross proceeds of $2,492.1 million. Any future sales of Ordinary shares pursuant to the Sales Agreement could be substantial and, as a result, could cause substantial dilution and adversely impact the price of our Ordinary shares.

In order to raise additional capital, we may in the future offer additional Ordinary shares from time to time or other securities convertible into or exchangeable for our Ordinary shares at varying prices. We continue to monitor funding markets for opportunities to raise additional debt, equity or equity-linked capital (including potentially by registering additional Ordinary shares for sale under the Sales Agreement) to fund further capital or liquidity needs, and growth plans. If we sell a substantial number of shares, or otherwise issue any equity or equity-linked securities to finance our business, the market price of our Ordinary shares may be adversely affected.

The dual class structure of our shares (Ordinary shares and B Class shares) will have the effect of concentrating voting control with certain shareholders.

In particular, our Co-Founders and Co-Chief Executive Officers, Daniel Roberts and William Roberts, each hold one B Class share. Each B Class share is entitled to fifteen votes for every Ordinary share held by the holder of such B Class share, until the redemption of the B Class shares by the Company on the earlier of (i) when the individual founder associated with the holder ceases to be a director due to voluntary retirement, (ii) an unremedied transfer of B Class shares in breach of our Constitution, (iii) liquidation or winding up of the Company, or (iv) November 17, 2033. While the aggregate voting power held by our Co-Founders and Co-Chief Executives is less than 50% of the total voting power of our capital shares as of August 14, 2026, collectively they hold a substantial proportion of the total voting power of our capital shares. Further, it is possible they could at any time, subject to applicable law, acquire additional Ordinary shares (including pursuant to existing or future equity awards) such that they may collectively control a majority of the combined voting power of our capital shares and therefore, if they were to act together, they may be able to determine the outcome of certain matters submitted to our shareholders for approval. For example, in July 2026, our Board granted 9,099,328 restricted stock units to each of our Co-Chief Executive Officers which, as they vest and are exercised (along with other

RSU and equity awards outstanding), will further increase their ownership of our Ordinary shares and accordingly the voting power of our capital shares that they collectively own.

As a result of this ownership or control of our voting securities, if our Co-Founders and Co-Chief Executive Officers were to act together, they may be able to exert practical control over the outcome of matters submitted to our shareholders and may limit or preclude the ability of other shareholders to influence corporate matters, including the election of directors, amendments of our organizational documents, remuneration, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval. Our Co-Founders and Co-Chief Executive Officers may have interests different from yours. Therefore, the concentration of voting power among our Co-Founders and Co-Chief Executive Officers may have an adverse effect on the price of our Ordinary shares. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital shares that shareholders may believe are in the Company's best interest.

The multi-class structure of our shares may adversely affect the trading market for our Ordinary shares.

Certain index providers have announced restrictions on including companies with multiple class share structures in certain of their indices. In addition, several shareholder advisory firms and large institutional investors oppose the use of multiple class structures. As a result, the multi-class structure of our shares may prevent the inclusion of our Ordinary shares in such indices, may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure, and may result in large institutional investors not purchasing our Ordinary shares. Any exclusion from stock indices could result in a less active trading market for our Ordinary shares. Any actions or publications by shareholder advisory firms or institutional investors critical of our corporate governance practices or capital structure could also adversely affect the value of our Ordinary shares. Additionally, our B Class shares are not transferable by the holder (other than to an affiliate of that holder).

We do not currently pay any cash dividends on our Ordinary shares, and may not in the foreseeable future. Accordingly, your ability to achieve a return on your investment in our Ordinary shares will depend on appreciation, if any, in the price of our Ordinary shares.

We have never declared nor paid cash dividends on our Ordinary shares.

Any future dividend payments are within the absolute discretion of our Board and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant. Our board of directors may not declare any such dividends. Further, under Australian law (including section 254T of the Corporations Act 2001 (Cth)) the Company must satisfy certain tests relating to its net assets, financial position and solvency before it is eligible to pay a dividend to shareholders. In addition, any proposed dividend payable by an Australian company must be fair and reasonable to the company's shareholders as a whole and not materially prejudice the company's ability to pay its creditors on time.

Accordingly, we may not pay any cash dividends on our Ordinary shares. As a result, capital appreciation, if any, of our Ordinary shares may be your sole source of gain for the foreseeable future, and you should not purchase our Ordinary shares with the expectation of receiving cash dividends.

Ordinary shares issuable upon conversion of the Convertible Notes may dilute the ownership interest of our shareholders or may adversely affect the market price of our Ordinary shares.

The conversion of the Convertible Notes may dilute the ownership interests of our shareholders. Upon conversion of the Convertible Notes, we will generally have the right to elect to settle conversions by paying or delivering, as applicable, cash, Ordinary shares or a combination of cash and Ordinary shares. If we elect to settle our conversion obligation in Ordinary shares or a combination of cash and Ordinary shares, any sales in the public market of our Ordinary shares issuable upon such conversion could adversely affect prevailing market prices of our Ordinary shares. Also, the existence of the Convertible Notes may encourage short selling by market participants as a result of hedging or arbitrage trading activity that we expect certain investors in the Convertible Notes engage in, or anticipated conversion of the Convertible Notes into our Ordinary shares could depress the price of our Ordinary shares.

We may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a fundamental change or to pay any cash amounts due upon maturity or conversion of the Convertible Notes.

Noteholders may, subject to a limited exception, require us to repurchase their Convertible Notes following a “Fundamental Change” (as defined in each of the indentures governing the Convertible Notes) at a cash repurchase price generally equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. Upon maturity of each series of Convertible Notes, we must pay their principal amount and accrued and unpaid interest in cash, unless they have been previously repurchased, redeemed or converted. In addition, upon conversion, we will satisfy part or all of our conversion obligation in cash unless we elect to settle conversions solely in our Ordinary shares. We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Convertible Notes or pay any cash amounts due upon their maturity or conversion. In addition, applicable law and regulatory authorities may restrict our ability to repurchase the Convertible Notes or to pay any cash amounts due upon their maturity or conversion. Our failure to repurchase Convertible Notes or to pay any cash amounts due upon their maturity or conversion when required will constitute a default under each of the indentures governing the Convertible Notes. A default under the indentures governing the Convertible Notes or the Fundamental Change itself could also lead to a default under agreements governing any other indebtedness (including other convertible notes that may be outstanding at the time) we may incur in the future, which may result in that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the Convertible Notes.

Provisions in the indentures governing the Convertible Notes could delay or prevent an otherwise beneficial takeover of us.

Certain provisions in the Convertible Notes and the indentures governing the Convertible Notes could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a Fundamental Change, then, subject to certain exceptions, noteholders will have the right to require us to repurchase their Convertible Notes for cash. In addition, if a takeover constitutes a Make-Whole Fundamental Change (as defined in each of the indentures governing the Convertible Notes), then we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Convertible Notes and the indentures governing the Convertible Notes could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our Ordinary shares may view as favorable.

The Prepaid Forward Transactions may affect the value of our Ordinary shares and may result in unexpected market activity in our Ordinary shares.

In connection with the pricing of the 2029 Convertible Notes and the 2030 Convertible Notes, we entered into prepaid forward share repurchase transactions (the “Prepaid Forward Transactions”), pursuant to which we will repurchase a number of our Ordinary shares with delivery to occur in the future, subject to the conditions set forth in the agreement governing the Prepaid Forward Transactions. The Prepaid Forward Transactions are generally intended to facilitate

privately negotiated derivative transactions, including swaps, between the forward counterparty or its affiliates and investors in each series of Convertible Notes relating to our Ordinary shares by which investors in such series of Convertible Notes will establish short positions relating to our Ordinary shares and otherwise hedge their investments in such series of Convertible Notes.

Neither we nor the forward counterparty will control how investors of the Convertible Notes may use such derivative transactions. In addition, such investors may enter into other transactions relating to our Ordinary shares or the Convertible Notes in connection with or in addition to such derivative transactions, including the purchase or sale of our Ordinary shares. As a result, the existence of the Prepaid Forward Transactions, such derivative transactions and any related market activity could cause more purchases or sales of our Ordinary shares over the term of the Prepaid Forward Transactions than there otherwise would have been had we not entered into the Prepaid Forward Transactions. Such purchases or sales could potentially increase (or reduce the size of any decrease in) or decrease (or reduce the size of any increase in) the market price of our Ordinary shares.

In addition, the forward counterparty or its affiliates may modify their hedge positions by entering into or unwinding one or more derivative transactions with respect to our Ordinary shares and/or purchasing or selling our Ordinary shares or other securities of ours in secondary market transactions prior to the maturity of the relevant Convertible Notes. These activities could also cause or avoid an increase or a decrease in the market price of our Ordinary shares.

The Capped Call Transactions may affect the value of our Ordinary shares.

In connection with the pricing of each series of Convertible Notes, we entered into capped call transactions with certain financial institutions (the “Capped Call Transactions”).

The option counterparties and/or their respective affiliates may modify their hedge positions with respect to the Capped Call Transactions by entering into or unwinding various derivatives with respect to our Ordinary shares and/or purchasing or selling our Ordinary shares or other securities of ours in secondary market transactions prior to the maturity of each series of Convertible Notes (and are likely to do so (x) on each exercise date for the Capped Call Transactions, which are expected to occur on each trading day during the 30 trading day period beginning on the 31st scheduled trading day prior to the maturity date of such series of Convertible Notes and (y) following any early conversion of such series of Convertible Notes, any repurchase of such series of Convertible Notes by us on any fundamental change repurchase date, any redemption date or any other date on which such series of Convertible Notes are repurchased by us, in each case if we exercise the relevant election to terminate the corresponding portion of the Capped Call Transactions). This activity could cause or avoid an increase or a decrease in the market price of our Ordinary shares.

We are subject to counterparty risk with respect to the Capped Call Transactions and Prepaid Forward Transactions, and the Capped Call Transactions and Prepaid Forward Transactions may not operate as planned.

The option counterparties and forward counterparty are, or are affiliates of, financial institutions, and we will be subject to the risk that they might default under the Capped Call Transactions or Prepaid Forward Transactions. Our exposure to the credit risk of the counterparties will not be secured by any collateral. Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions. If a counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under our transactions with such option and/or forward counterparty. Our exposure will depend on many factors, but, generally, the increase in our exposure will be correlated with increases in the market price or the volatility of our Ordinary shares.

In addition, upon a default by an option counterparty or the forward counterparty, we may suffer more dilution than we currently anticipate with respect to our Ordinary shares. An option counterparty and/or forward counterparty may be financially unstable or unviable. In addition, the Capped Call Transactions and Prepaid Forward Transactions are complex, and they may not operate as planned. For example, the terms of the Capped Call Transactions and Prepaid Forward Transactions may be subject to adjustment, modification or, in some cases, renegotiation if certain corporate or other transactions occur. Accordingly, these transactions may not operate as we intend if we are required to adjust their terms as a result of transactions in the future or upon unanticipated developments that may adversely affect the functioning of the Capped Call Transactions or Prepaid Forward Transactions.

Risks Related to Being Incorporated Outside the United States

As a company incorporated outside of the United States, the rights of our shareholders may be different from the rights of shareholders in companies governed by the laws of U.S. jurisdictions or other jurisdictions and may not protect investors in the same or similar fashion afforded by incorporation in a U.S. jurisdiction or other jurisdictions.

We are a public company with limited liability organized under the laws of Australia. Our corporate affairs are governed by (among other things) our Constitution and the Corporations Act. A further summary of applicable Australian corporations law and our Constitution is contained in Exhibit 4.1 “Description of Securities registered under Section 12 of the Exchange Act” of this Annual Report.

The rights of shareholders and the responsibilities of directors under Australian law may be different from the rights and obligations of shareholders and directors in companies governed by the laws of U.S. jurisdictions or other jurisdictions. In the performance of their duties, the Board is (among other things) required by Australian law to act in the best interests of the Company and its shareholders as a whole, and must duly observe the principles of acting in good faith, with reasonable care and with diligence.

Provisions in our organizational documents or Australian corporate law might delay or prevent acquisition bids for our company or other change of control transactions that might be considered favorable.

Under Australian law, various protective measures to prevent change of control transactions are possible and permissible within the boundaries set by Australian corporate law and Australian case law, in particular under Chapter 6 of the Corporations Act and takeovers policy which regulates the takeovers of Australian public companies. Certain provisions of our Constitution may have the effect of delaying or preventing a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a shareholder might consider to be in its best interest, including attempts that might result in a premium over the market price of our Ordinary shares (for example, through the enhanced voting control rights attached to B Class shares and the proportional takeover provisions in the Constitution).

These provisions could make it more difficult or less attractive for a third-party to acquire us or a controlling stake in us, even if the third-party’s offer may be considered beneficial by many of our shareholders. As a result, our shareholders may be limited in their ability to obtain a premium for their shares.

Acquisitions of shares in the Company may be subject to review and approval by the Australian Federal Treasurer or their delegate under the Foreign Acquisitions and Takeovers Act 1975 (Cth).

Under Australian law, certain acquisitions of shares in the Company may be subject to approval by the Australian Federal Treasurer or their delegate under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (“FATA”). Typically, such approval will not be required unless a non-Australian person or entity proposes to acquire a substantial interest in 20% or more of the shares in the Company (unless such person or entity is a foreign government investor).

If applicable thresholds are met, the Australian Federal Treasurer or their delegate may prevent a proposed acquisition or impose conditions on such acquisition if satisfied that the acquisition would be contrary to the national interest. If a foreign person acquires shares or an interest in shares in an Australian company in contravention of the FATA, the Australian Federal Treasurer or their delegate may make a range of orders including an order of the divestiture of such person’s shares or interest in shares in that Australian company.

The ability of shareholders to bring actions or enforce judgments against us or our directors and executive officers may be limited. Claims of U.S. civil liabilities may not be enforceable against us.

We are incorporated under the laws of Australia and the majority of our directors reside outside the United States. The majority of our assets and those of our directors are located outside the United States. It may not be possible, or may be costly or time-consuming, for investors to effect service of process within the United States upon us or our non-U.S. resident directors or executive officers or to collect and enforce judgments obtained against us or our directors and executive officers in the United States, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. There may also be reasons why, even if a process within the United States is served upon us or our directors and executive officers, proceedings in the United States are stayed or otherwise do not proceed. This may be in favor of proceedings in Australia or other jurisdictions instead of the United States, or in the absence of any other proceedings.

If a judgment is obtained in a United States court against us or our directors you may need to enforce such judgment in jurisdictions where we or the relevant director have assets (which may be outside the United States). As a result, it could be difficult or impossible for you to bring an action against us or against these individuals outside of the United States in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws outside of the United States could render you unable to enforce a judgment against our assets or the assets of our directors.

There is currently no treaty between the United States and Australia for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be automatically recognized or enforceable in Australia. An Australian court may, subject to compliance with certain procedural and legal requirements, recognize and give effect to the judgment if (generally speaking) you are able to prove in an Australian court: (a) the U.S. Court exercised a jurisdiction (in the relevant sense) recognized by Australian courts; (b) the U.S. judgment is final and conclusive; (c) the identity of the parties is clear; and (d) the U.S. judgment is for a fixed debt. Australian courts may deny the recognition and enforcement of punitive damages or other awards. If an Australian court upholds and regards as conclusive evidence the final judgment of the U.S. court, the Australian court will not generally require a re-litigation on the merits, though there may be other reasons why this becomes necessary which may significantly increase the time and cost of enforcing judgment. An Australian court may also refuse to enforce a U.S. judgment, in which case you may be required to re-litigate any claim before an Australian court.

Similar considerations may apply to other jurisdictions where we or the relevant director has assets which may raise similar difficulties in enforcing a U.S. judgment in those jurisdictions.

Australian insolvency laws are substantially different from U.S. insolvency laws and laws in other jurisdictions and may offer our shareholders less protection than they would have under U.S. insolvency laws and laws in other jurisdictions.

As a company with its registered office in Australia, we are subject to Australian insolvency laws and may also be subject to the insolvency laws of other jurisdictions in which we conduct business or have assets. These laws may apply in the event any insolvency proceedings or procedures are initiated against us. This includes, among other things, any

moratorium ordered or declared in respect of any indebtedness of us, any formal demand for us to pay our debts as and when they fall due, any admission by us that we are unable to pay our debts as and when they fall due, any composition or arrangement with creditors, or any corporate action or proceeding in relation to the winding-up, dissolution, deregistration, administration or reorganization of, or the appointment of an administrator, controller, liquidator, receiver, manager or other insolvency practitioner to, us.

Insolvency laws in Australia and other jurisdictions may offer our shareholders less protection than they would have under U.S. insolvency laws and may make it more difficult (or even impossible) for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws.

Shareholder liability is, generally speaking, limited to unpaid amount on shares, but there are exceptions which may apply. Liquidators and other external administrators may also be entitled to recover any amounts which may be distributed or paid to shareholders for the benefit of creditors. Shareholders may be unlikely to recover any amounts unless and until all creditors are paid in full, which may be unlikely should we become insolvent, or be placed into liquidation or external administration. Shareholders may also be prevented from commencing any court action or proceedings against us and may also be the subject of binding agreement or orders without consent. Any rights shareholders may have against us or our directors may be extinguished through the operation of insolvency laws in particular jurisdictions.

Some claims against directors or other third parties may be for our benefit, which may require permission of local courts to pursue and may also lead to any judgment or award requiring payment to us and in turn to our creditors. It should also be noted that certain creditors may enjoy particular priorities in particular jurisdictions (for example, employees and secured creditors), other creditors may not be entitled to any distribution as a creditor in particular jurisdictions (for example, where a creditor’s claim is rejected in the particular jurisdiction), and generally speaking unsecured creditors are paid out evenly in proportion to their claims. This may materially impact any recovery shareholders receive should we become insolvent.

Risks Related to Taxation

Property tax abatements and sales and use tax exemptions from which we benefit are subject to conditions and limitations, and any loss, revocation or adverse modification of these arrangements could increase our operating costs and capital expenditures.

We and certain of our subsidiaries benefit from property tax abatement arrangements with local taxing authorities in respect of real and personal property at certain of our sites, including in Texas, in certain cases in exchange for payments in lieu of the abated taxes. We also benefit from sales and use tax exemptions in certain jurisdictions in respect of equipment, electricity and other items purchased or consumed at certain of our data center sites, and we may seek additional exemptions in the future. Eligibility for these exemptions depends on our satisfying, and continuing to satisfy, specified certification, capital investment, employment, wage and other requirements, and on the relevant facilities and purchases qualifying under applicable law, and there can be no guarantee that any future application will be granted on favorable terms, or at all. These arrangements are subject to the conditions of the relevant abatement agreements, exemption certifications and applicable law, and we may not remain in compliance with all applicable conditions, and the abatements and exemptions may be challenged, revoked or adversely modified, including in connection with any amendments or recertifications we may seek in the future. We may from time to time seek amendments to these property tax abatements, including to reflect changes in our operations, but there can be no guarantee that such amendments will be granted on favorable terms, or at all. Any loss, early termination or adverse modification of these property tax abatement or sales and use tax exemption arrangements would subject us to some or all of the property taxes or sales and use taxes otherwise applicable to the relevant properties or purchases, and could result in the assessment of back taxes, interest and penalties in respect of prior periods, which could materially

increase our operating costs and the cost of equipment and electricity and adversely affect our results of operations and cash flows.

Future developments regarding the treatment of digital assets for U.S. federal income and foreign tax purposes could adversely impact our business.

Due to the new and evolving nature of digital assets and the absence of comprehensive legal guidance with respect to digital asset products and transactions, many significant aspects of the U.S. federal income and foreign tax treatment of transactions involving digital assets are uncertain, and it is unclear what guidance may be issued in the future on the treatment of digital asset transactions for U.S. federal income and foreign tax purposes.

The U.S. Internal Revenue Service (the “IRS”) has issued only limited guidance with respect to the U.S. federal income tax treatment of digital assets, and that guidance does not address many significant aspects of the U.S. federal income tax treatment of digital assets and related transactions.

The IRS or foreign tax authorities may alter their existing positions with respect to digital assets, or issue new guidance, and any such developments could result in adverse tax consequences for our business. New reporting frameworks for digital assets, including the “crypto-asset reporting framework” and proposed U.S. Treasury regulations, may also impose new reporting obligations on us and require investment in additional onboarding, reporting and compliance infrastructure. The U.S. Treasury Department and the IRS also recently implemented regulations imposing reporting requirements for digital assets.

These legislative changes can eliminate the recovery of GST/HST in Canada on taxable inputs to our business. Any such unrecoverable GST/HST increases the cost of all taxable inputs to our business in Canada including electricity, capital equipment, services and intellectual property acquired by our subsidiaries that operate in Canada. We are currently subject to audits and an administrative appeal relating to GST/HST “input tax credits” and the outcome of such audits and appeal could reduce the amount of certain input tax credits we are able to recover for certain historical periods as well as going forward. See Note 29 to our audited financial statements for the year ended June 30, 2026 included in this Annual Report.

There is a risk that we will be a passive foreign investment company for U.S. federal income tax purposes for the current taxable year and possibly subsequent taxable years, in which case U.S. investors will generally be subject to adverse U.S. federal income tax consequences.

Under the Internal Revenue Code of 1986, as amended (the “Code”), we will be classified as a passive foreign investment company (a “PFIC”) for any taxable year if either: (a) at least 75% of our gross income is “passive income” for purposes of the PFIC rules or (b) at least 50% of the value of our assets (determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income. For this purpose, passive income includes interest, dividends and other investment income, with certain exceptions. Cash and cash-equivalents generally are passive assets for these purposes, and digital assets are likely to be passive assets for these purposes as well. Goodwill is active to the extent attributable to activities that produce or are intended to produce active income. The PFIC rules also contain a look-through rule whereby we will be treated as owning our proportionate share of the gross assets and earning our proportionate share of the gross income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock.

Based on the current and anticipated composition of our income, assets and operations and the price of our Ordinary shares, we do not expect to be treated as a PFIC for the current taxable year. However, whether we are treated as a PFIC is a factual determination that is made on an annual basis after the close of each taxable year.

This determination will depend on, among other things, the ownership and the composition of our income and assets, as well as the relative value of our assets, at the relevant time. In particular, if our cash is not deployed for active purposes, our risk of being a PFIC will increase. We have not obtained, and do not intend to obtain, valuations for our assets. Fluctuations in our market capitalization may affect our PFIC status if the value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, is determined by reference to the market capitalization from time to time (which has been, and may continue to be, volatile), rather than based on other methods. In this regard, there is a risk that we may be a PFIC if there is a decline in the market capitalization and the value of our goodwill is determined by reference to our market capitalization. Moreover, the application of the PFIC rules to digital assets and transactions related thereto is subject to uncertainty. Among other things, the IRS has issued limited guidance on the treatment of income from mining digital assets. In addition, the IRS has issued limited guidance on the treatment of income from cloud services. The IRS or a court may disagree with our determinations, including the manner in which we determine the value of our assets and the percentage of our income and/or assets that are passive under the PFIC rules. Therefore, we may be classified as a PFIC for the current taxable year or for any future taxable year.

If we are a PFIC for any taxable year during which a U.S. taxpayer holds Ordinary shares, the U.S. taxpayer generally will be subject to adverse U.S. federal income tax consequences, including increased tax liability on disposition gains and “excess distributions” and additional reporting requirements. This will generally continue to be the case even if we cease to be a PFIC in a later taxable year, unless a “deemed sale” election is made.

If a United States person is treated as owning at least 10% of our Ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.

If a U.S. holder is treated as owning, directly, indirectly or constructively, at least 10% of the value or voting power of our stock, such U.S. holder may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” (“CFC”) in our group. For our taxable years starting on or after July 1, 2026, we generally do not expect we or any of the foreign subsidiaries in our group to be a CFC. However, whether we or any of the foreign subsidiaries in our group is treated as a CFC depends on our equity ownership structure and our corporate structure, and there can be no assurance in this regard. A United States shareholder of a CFC may be required to annually report and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property by CFCs, regardless of whether we make any distributions. An individual that is a United States shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder of a U.S. corporation. Failure to comply with CFC reporting obligations may subject a United States shareholder to significant monetary penalties.

We cannot provide any assurances that we will furnish to any United States shareholder information that may be necessary to comply with the reporting and taxpaying obligations applicable under the controlled foreign corporation rules of the Code. The IRS has provided limited guidance on situations in which investors may rely on publicly available information to comply with their reporting and taxpaying obligations with respect to foreign-controlled CFCs. U.S. shareholders should consult their tax advisers regarding the potential application of these rules to their investment in our Ordinary shares.

Future changes to tax laws could materially adversely affect our Company and reduce net returns to our shareholders.

Our tax treatment is subject to the enactment of, or changes in, tax laws, regulations and treaties, or the interpretation thereof, tax policy initiatives and reforms under consideration and the practices of tax authorities in jurisdictions in which we operate, including those related to the Organization for Economic Co-Operation and Development’s Base Erosion and Profit Shifting Project, the European Commission’s state aid investigations and other initiatives. Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received or (in the specific context of withholding tax) dividends paid. We are unable to predict what tax reform may be proposed or enacted in the future or

what effect such changes would have on our business. Changes to the rates of taxes imposed on us or our affiliates, or changes to tax legislation, regulations, policies or practices, generally in any of the jurisdictions in which we or our affiliates operate, may adversely impact our financial position and/or performance and overall or effective tax rates in the future in countries where we have operations, reduce post-tax returns to our shareholders, and increase the complexity, burden and cost of tax compliance. In addition, an interpretation of relevant taxation laws by a taxation authority that differs to our interpretation may lead to an increase in our taxation liabilities.

General Risk Factors

Requirements associated with being a public company in the United States require significant company resources and management attention.

As a public company, we are subject to certain reporting requirements of the Exchange Act and other rules and regulations of the SEC and Nasdaq. Other applicable securities rules and regulations, such as Australian laws and regulations, also impose various requirements on public companies (including companies listed on the Nasdaq), including establishment and maintenance of effective disclosure and financial controls and corporate governance practices.

The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We have hired or intend to hire additional accounting, finance, compliance and other personnel or engage external consultants in connection with our efforts to comply with the requirements of being a public company and our management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements. These requirements increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, we expect that the rules and regulations applicable to us as a public company may make it increasingly more difficult and more expensive for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it increasingly more difficult for us to attract and retain qualified persons to serve on the Board and committees of the Board, or as executive officers.

Our recent acquisitions, and our expansion into new jurisdictions, increase these risk and compliance expenses. Mirantis and Nostrum Group were not previously subject to the reporting, internal control and other obligations that apply to a U.S.-listed public company, and have not historically operated under our policies, processes and internal controls. During this integration period, we may fail to identify or timely remediate deficiencies in the acquired businesses’ controls, processes or compliance arrangements, and the acquired businesses may fail to comply with applicable laws and regulations or with our internal policies. Additionally, as we expand into new jurisdictions, we are required to manage multiple new entities across jurisdictions that are new to us, demanding significant management attention. Any such failure could result in regulatory investigations, penalties or litigation, remediation costs, reputational harm, or a determination that our disclosure controls and procedures or internal control over financial reporting are not effective.

These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Furthermore, if we are unable to satisfy our obligations as a public

company, we could be subject to delisting of our Ordinary shares, fines, sanctions and other regulatory action and potentially civil litigation.

Our business is dependent upon the proper functioning of our business processes and information systems, and modification or interruption of such systems may disrupt our business, processes and internal controls.

We rely upon internal processes and information systems to support key business functions, including our assessment of internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. The efficient operation of these processes and systems is critical, and these processes and systems need to be scalable to support our growth. We have recently implemented a new ERP system, which included multiple business areas across the organization. Any issues, problems, and errors from the implementation of the ERP system or its subsequent operation may impact our continued ability to successfully operate our business or to timely and accurately report our financial results. In addition, the implementation of our new ERP will require new procedures and certain modifications to our disclosure controls and procedures and internal control over financial reporting, and it will take time for such procedures and controls to become mature in their operation. If we are unable to adequately implement and maintain procedures and controls relating to our new ERP, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired and impact our assessment of the effectiveness of our internal controls over financial reporting.

If we identify material weaknesses in the future or fail to maintain an effective system of internal controls, we may not be able to safeguard our assets and accurately and timely report our financial results, and investors may lose confidence in us and the market price of our Ordinary shares may decrease.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with other controls and procedures, are designed to prevent and/or detect fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations, and prevent us from producing accurate and timely financial statements to manage our business. We have in the past and may in the future fail to maintain effective internal controls. We could also become subject to stockholder or other third-party litigation as well as investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources and could result in fines, penalties, trading suspensions or other remedies. Further, because of its inherent limitations, even our remediated and effective internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in our conditions, or that the degree of compliance with our policies or procedures may deteriorate.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our operating results could be adversely affected.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as discussed elsewhere herein. The results of these estimates form the basis for our judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from

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other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include but are not limited to those related to estimates associated with determining the useful lives and recoverability of long-lived assets, valuation of derivatives and financial assets classified under Level 3 of the fair value hierarchy, stock-based compensation, legal accruals and contingent liabilities, and current and deferred income tax assets (including the associated valuation allowance) and liabilities.

Additionally, we regularly monitor our compliance with applicable financial reporting standards and review new pronouncements and drafts thereof that are relevant to us. For example, future SEC proposals mandating new disclosures may require us to update our accounting or operational policies, processes, or systems to reflect new or amended financial reporting standards.

We are the subject of a putative securities class action, which has been dismissed with prejudice and is on appeal, and could become subject to future litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities.

On December 14, 2022, a putative securities class action complaint naming the Company and certain of its directors and officers was filed in the U.S. District Court for the District of New Jersey, and was subsequently amended, including to name the underwriters of the Company's IPO as defendants. The operative complaint asserted claims under Sections 10(b) and 20(a) of the Exchange Act and Sections 11, 12(a)(2) and 15 of the Securities Act, purportedly on behalf of a putative class of persons who acquired Ordinary shares pursuant or traceable to the Company's IPO or IREN securities between November 17, 2021 and November 1, 2022, and sought unspecified damages. On February 18, 2026, the court granted the Company's motion to dismiss in full and dismissed the second amended complaint with prejudice. On March 13, 2026, the lead plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Third Circuit, and the appeal remains pending. The Company continues to believe these claims are without merit and intends to defend itself vigorously, including on appeal. See “Item 3. Legal Proceedings” for further information.

Any of the foregoing could harm our business and financial condition as well as our reputation.

The scope, determination and impact of claims, lawsuits, government and regulatory investigations, enforcement actions, disputes and proceedings to which we are subject cannot be predicted with certainty, and may result in:

•substantial payments to satisfy judgments, fines or penalties, or substantial settlement payments;

•substantial external counsel legal fees and other costs;

•additional compliance and licensure requirements;

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•loss or non-renewal of existing licenses or authorizations, or prohibition from or delays in obtaining additional licenses or authorizations, required for our business;

•loss of productivity and high demands on employee time;

•criminal sanctions or consent decrees;

•short selling and potential “short and distort” campaigns and other short attacks involving our stock;

•termination of certain employees, including members of our executive team;

•barring of certain employees from participating in our business in whole or in part;

•orders that restrict or suspend our business or prevent us from offering certain products or services;

•changes to our business model and practices;

•delays and/or interruptions to planned transactions, product launches or improvements; and

•damage to our brand and reputation.

Any of the foregoing could have a material adverse effect on our reputation, business, financial condition, cash flows and results of operations, and could cause the market value of our Ordinary shares to decline.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

Recognizing the ever-evolving nature of cybersecurity threats, we have established a cybersecurity risk management program designed to safeguard the confidentiality, integrity, and availability of our critical systems and data. This program integrates into our overall enterprise risk management framework and draws guidance from industry standards and best practices, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework.

Key components of our cybersecurity risk management program include:

1Identification and Assessment:

aIdentification and assessment of cybersecurity risks that could impact our operations, facilities, third-party vendors, critical systems, and information.

bUtilizing threat intelligence and historical adversarial activity to inform risk assessments and readiness evaluations.

2Risk Mitigation and Control:

aImplementing administrative, physical, and technical controls designed to protect data and systems, as established in our cyber security policy.

bLeveraging external service providers, including assessors, consultants, auditors, and other third parties, to assess, test, monitor, and respond to cybersecurity threats in an attempt to maintain robust security controls.

3Third-Party Oversight:

aEstablishing processes to oversee and identify cybersecurity risks associated with third-party service providers.

bEvaluating third-party vendors for compliance with our cybersecurity standards and requiring them to maintain appropriate security controls to protect our data.

4Incident Response:

aMaintaining a cybersecurity incident response plan that outlines procedures for responding to and managing cybersecurity incidents.

bConducting regular cybersecurity awareness training for all employees, contractors, interns, and any user with access to Company systems to increase the preparedness and awareness of risks and procedures.

5Continuous Improvement:

aRegularly updating and improving our cybersecurity practices and policies based on changing business practices, emerging threats, new technologies, and evolving industry standards.

bConducting ongoing penetration testing and benchmarking against industry practices to enhance our security posture.

Cybersecurity Incidents: In our fiscal year ended June 30, 2026, we did not identify any cybersecurity incidents that have materially affected our business strategy, results of operations, or financial condition. We continue to monitor and seek to manage these risks proactively to protect the ongoing security and resilience of our organization. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these risks, see Part I, Item 1A, “Risk Factors” in this Annual Report. A cybersecurity incident could result in (i) an interruption in our services, (ii) the loss of ability to control or operate our equipment, (iii) misappropriation of personal data and (iv) the loss of critical data that could interrupt our

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operations, any of which could, among other things, adversely impact our reputation and brand and expose us to increased risks of violation of applicable law, governmental and regulatory investigation and enforcement actions, or private litigation or other liability, including potentially significant financial losses.

Cybersecurity Governance

Our cybersecurity governance structure is designed to achieve effective oversight and management of cybersecurity risks across the organization.

Board Oversight:

aThe Board holds ultimate oversight responsibility for our cybersecurity risk management program. It receives regular updates from management on cybersecurity risks, incidents, and the overall effectiveness of the program.

bThe Board’s Audit and Risk Committee is specifically tasked with overseeing cybersecurity and information technology risks, so that risk management strategies align with the Company’s overall risk profile.

Management Responsibility:

aDay-to-day responsibility for managing cybersecurity risks lies with our Chief Information Security Officer (CISO) who leads a dedicated cybersecurity team. This team includes internal and external security professionals with expertise in cybersecurity management.

Incident Response Team:

aOur Incident Response Team, led by our CISO, coordinates the Company’s response to cybersecurity incidents. This team includes representatives from IT, legal, investor relations, risk & compliance, and other relevant departments (as required).

bThe Incident Management Plan - Technology and Data, developed by our cybersecurity team, follows a structured process for escalating, assessing and categorizing cybersecurity incidents, and the Company’s response process, including remediation and post-incident activities. This is designed to be a systematic and coordinated approach to managing cybersecurity incidents.

Relevant Expertise:

aOur CISO has more than two decades of experience securing cloud platforms and critical infrastructure, and has held senior security leadership roles across enterprise cloud software companies and the U.S. federal government and defense sector.

bMembers of the cybersecurity team possess a diverse range of expertise, including prior work experience in cybersecurity, and specialized knowledge and skills in cybersecurity.

Information Flow and Reporting:

aManagement regularly informs and updates the Board and the Audit and Risk Committee on cybersecurity risks, incidents, and the effectiveness of risk management strategies.

bManagement provides frequent informal communications to the Board between regularly scheduled meetings to keep the Board apprised of any emerging risks or incidents.

For further details on the cybersecurity risks we face, refer to Part I, Item 1A.

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