iren-20260519

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2026

(Exact name of registrant as specified in its charter)

Commission File Number: 001-41072


Australia						Not Applicable
(State or other jurisdiction of incorporation)						(IRS Employer Identification No.)
Level 5, 55 Market Street, Sydney, NSW 2000 Australia
(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Ordinary shares, no par value

IREN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 1.01			Entry Into a Material Definitive Agreement.
Dell Purchase Agreement On May 19, 2026, IE US Hardware 4 Inc. (“IE US Hardware”), a wholly owned subsidiary of IREN Limited (the “Company”), and Dell Marketing L.P. (“Dell”) entered into purchase documentation (the “Dell Purchase Agreement”) pursuant to which Dell will supply to IE US Hardware GPUs and ancillary products and services (“GPUs”) for an aggregate purchase price of approximately $1.6 billion payable in installments within 30 days of each tranche shipping. The GPUs will be deployed at the Company’s Childress, Texas campus to service its previously announced $3.4 billion managed services AI cloud contract. The Dell Purchase Agreement contains customary representations, warranties, covenants, indemnities and termination rights. The Company has agreed to unconditionally guarantee the obligations of IE US Hardware and under the Dell Purchase Agreement. The foregoing description of the Dell Purchase Agreement does not purport to be complete and is qualified in its entirety by reference thereto. A copy of the Dell Purchase Agreement will be filed as an exhibit to the Company’s annual report on Form 10-K for the year ending June 30, 2026.
Item 7.01			Regulation FD Disclosure.
On May 26, 2026, the Company issued a press release announcing the Dell Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01			Financial Statements and Exhibits.

(d)			Exhibits


Exhibit No.						Description
99.1						Press release, dated May 26, 2026, announcing the Dell Purchase Agreement.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


IREN LIMITED

By:			/s/ Daniel Roberts
			Daniel Roberts Co-Chief Executive Officer and Director