[Form 3] IREN Limited Initial Statement of Beneficial Ownership

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07/03/2025 - 04:18 PM

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Roberts Daniel John

(Last)

(First)

(Middle)

C/O IREN LIMITED

LEVEL 6, 55 MARKET STREET

(Street)

SYDNEY

2000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2025

3. Issuer Name and Ticker or Trading Symbol
IREN Ltd [ IREN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	13,196,304⁽¹⁾	I	By Awassi Capital Trust #2⁽²⁾
Class B Shares	1	I	By Awassi Capital Trust #2⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽⁴⁾	08/18/2033	Ordinary Shares	2,400,000	$75	I	By Awassi Capital Trust #2
Stock Options (Right to Buy)	⁽⁵⁾	12/20/2025	Ordinary Shares	1,000,000	$3.29	I	By Awassi Capital Trust #2⁽⁶⁾

Explanation of Responses:

1. Includes ordinary shares (each, an "Ordinary Share") of IREN Limited (the "Company") and outstanding restricted stock units that will vest subject to the Reporting Person's satisfaction of applicable vesting conditions.

2. Represents Ordinary Shares held through the Awassi Capital Trust #2, of which the Reporting Person has control over the trustee (the "Awassi Trust"). The Reporting Person disclaims beneficial ownership of the Ordinary Shares except to the extent of his pecuniary interest therein.

3. Represents Class B Shares of the Company (each, a "Class B Share") held through the Awassi Trust. The Reporting Person disclaims beneficial ownership of the Class B Shares except to the extent of his pecuniary interest therein.

4. Represents an option to purchase Ordinary Shares (each, an "Option"). The Options vest in four tranches of 600,000 Ordinary Shares each, subject to the volume-weighted average price of an Ordinary Share equalling or exceeding specified vesting thresholds over any period of twenty (20) consecutive trading days. The initial vesting thresholds, determined as of the grant date and based on a fully diluted share count as of the grant date of 43,345,056 Ordinary Shares, were $370, $650, $925, and $1,850, respectively. These vesting thresholds are subject to adjustment in accordance with the terms of the Option, including adjustments to reflect any reorganization of the Company's capital structure and any issuance of actual or potential Ordinary Shares following the grant date.

5. The Options are fully vested and exercisable.

6. The Options are held through the Awassi Trust. The Reporting Person disclaims beneficial ownership of the Options except to the extent of his pecuniary interest therein.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Cesilia Kim, as attorney-in-fact for Daniel Roberts	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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