IREN 8-K
IREN Ltd (IREN)
8-K
2025-11-03
For: 2025-11-02
View Original
Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2025
(Exact name of registrant as specified in its charter)
Commission File Number: 001-41072
|
|
|
|
|
(State or other jurisdiction of
|
(IRS Employer
|
|
|
incorporation)
|
Identification No.)
|
(Address of principal executive offices, including zip code)
+61 2 7906 8301
(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
|
||
|
|
|
|
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.
|
Commercial Agreement with Microsoft
On November 2, 2025, IE US Hardware 3 Inc. (“IE US Hardware 3”), a wholly owned subsidiary of IREN Limited (the “Company”), and Microsoft Corporation (“Microsoft”)
entered into a Partner Statement of Work (the “Microsoft Agreement”) , pursuant to which IE US Hardware 3 will provide Microsoft access to dedicated GPU infrastructure capacity in tranches (each, a “GPU Service”) at “Horizon” data center
facilities located in Childress, Texas over a five-year average term.
The GPU Services will be made available to Microsoft in several tranches targeted for deployment during 2026 (subject to extension in certain circumstances). The total
contract value is approximately $9.7 billion through 2031, with 20% of the contract value for each tranche to be paid prior to the applicable delivery date and credited against the service fees due and payable after the 24th calendar
month of the applicable GPU Service term on a pro rata basis. The GPU Services will comprise NVIDIA GB300 GPUs and will be installed across four data center facilities at Childress known as “Horizon 1,” “Horizon 2,” “Horizon 3,” and “Horizon 4”,
representing a combined IT load of approximately 200MW. Cash flow coming from the Microsoft Agreement will be utilized to finance part of the approximately $5.8 billion of GPU related capital expenditure anticipated to be required in connection
with the Microsoft Agreement.
The Microsoft Agreement contains customary termination rights (including certain cure periods), including, subject to a cure period, a right for Microsoft to terminate if
IE US Hardware 3 fails to meet agreed delivery dates and other remedies. The Microsoft Agreement contains other customary provisions for an agreement of this nature, including service level commitments, delay credits, governance and reporting,
representations and warranties, indemnities, and limitations of liability. The commencement of the parties’ obligations under the Microsoft Agreement is subject to a delivery acceptance process.
The foregoing descriptions of the Microsoft Agreement do not purport to be complete and are qualified in their entirety by reference thereto. A copy of the Microsoft
Agreement will be filed as exhibits to the Company’s quarterly report on Form 10-Q for the quarter ended December 31, 2025.
Commercial Agreement with Dell
On November 2, 2025, IE US Hardware 3 and Dell Marketing L.P. (“Dell”) entered into a Purchase Agreement (together with any ancillary agreements, the “Dell Purchase
Agreement”) pursuant to which Dell will supply to IE US Hardware 3 GPUs and ancillary products and services, scheduled to be delivered in several tranches from March 2026, for an aggregate purchase price of approximately $5.8 billion payable in
installments within 30 days of each tranche shipping.
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 3 under the Dell Purchase Agreement.
The foregoing descriptions of the Dell Purchase Agreement do not purport to be complete and are qualified in their entirety by reference thereto. A copy of the Dell
Purchase Agreement will be filed as exhibits to the Company’s quarterly report on Form 10-Q for the quarter ended December 31, 2025.
| Item 7.01 |
Regulation FD Disclosure.
|
On November 3, 2025, the Company issued a press release announcing the Microsoft Agreement and the Dell Purchase Agreement. A copy of the press release is
furnished as Exhibit 99.1 hereto and incorporated herein by reference.
On November 3, 2025, the Company made available an investor presentation in connection with announcing the Microsoft Agreement and the Dell Purchase
Agreement. A copy of the investor presentation is furnished as Exhibit 99.2 hereto and incorporated herein by reference. The investor presentation will also be available on the “Investor Hub” section of the Company’s website at https://iren.com.
The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, 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
|
||
|
99.2
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
SIGNATURES
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
|
Date: November 3, 2025
Exhibit 99.1
IREN Secures $9.7bn AI Cloud Contract with Microsoft
NEW YORK, November 3, 2025 (GLOBE NEWSWIRE) – IREN Limited (NASDAQ: IREN) (“IREN”) today announced it has signed a multi-year GPU cloud services contract
with Microsoft.
Under the agreement, IREN will provide Microsoft with access to NVIDIA GB300 GPUs over a five-year term, with a total contract value of approximately $9.7
billion, including a 20% prepayment. IREN has also entered into an agreement with Dell Technologies to purchase the GPUs and ancillary equipment for approximately $5.8 billion.1
The GPUs are expected to be deployed in phases through 2026 at IREN’s 750MW Childress, Texas campus, in conjunction with the delivery of new liquid-cooled
data centers that will collectively support 200MW of critical IT load (Horizon 1–4).
IREN expects to fund the capital expenditures associated with the contract through a combination of existing cash, customer prepayments, operating cashflows
and additional financing initiatives.
Daniel Roberts, Co-Founder & Co-CEO of IREN, commented:
“We’re proud to announce this milestone partnership with Microsoft, highlighting the strength and scalability of our vertically integrated AI Cloud
platform.
This agreement not only validates IREN’s position as a trusted provider of AI Cloud services, but also opens access to a new customer segment among global
hyperscalers.
It marks another major step forward for IREN as we continue to expand large-scale GPU deployments across our 3GW secured power portfolio in North America,
reinforcing our position as a leading AI Cloud Service Provider.”
Jonathan Tinter, President, Business Development and Ventures at Microsoft, commented:
“Together with IREN, Microsoft is delivering cutting-edge AI infrastructure for our customers.
IREN’s expertise in building and operating a fully integrated AI cloud — from data centers to GPU stack — combined with their secured power capacity makes
them a strategic partner.
This collaboration unlocks new growth opportunities for both companies and the customers we serve.”
About IREN
IREN is a leading AI Cloud Service Provider, delivering large-scale GPU clusters for AI training and inference. IREN’s vertically integrated platform is
underpinned by its expansive portfolio of grid-connected land and data centers in renewable-rich regions across the U.S. and Canada.
Contacts
|
Media
Megan Boles
Aircover Communications
+1 562 537 7131
Jon Snowball
Sodali & Co
+61 477 946 068
+61 423 136 761
|
Investors
Mike Power
IREN
|
 |
Assumptions and Notes
| 1. |
Includes deployment services, servers, InfiniBand, cabling, software and licensing costs.
|
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or IREN’s future financial or operating performance. Forward-looking statements include
information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies, revenue targets and trends we expect to affect our business. These statements often include words such as
“anticipate,” “believe,” “may,” “can,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “target”, “will,” “estimate,” “predict,” “potential,” “continue,” “scheduled”. Forward-looking
statements may also be made, verbally or in writing, by members of our Board or management team in connection with this news release.
These forward-looking statements are based on management’s current expectations and beliefs. These statements are neither promises nor guarantees, but
involve and are subject to known and unknown risks, uncertainties and other important factors that may cause IREN’s actual results, performance or achievements to differ materially from any future results performance or achievements expressed or
implied by the forward-looking statements, including IREN’s ability to successfully execute on its growth strategies and operating plans, achieve its targeted annualized AI Cloud revenue, continue to develop its existing data center sites, design and
deploy direct-to-chip liquid cooling systems, and diversify and expand into the market for high performance computing solutions (including the market for cloud services and potential colocation services, along with other important factors discussed
under the caption “Risk Factors” in IREN’s Annual Report on Form 10-K, filed with Securities and Exchange Commission (the “SEC”) on August 28, 2025 and our other filings with the SEC. These and other important factors could cause actual results to
differ materially from those indicated by the forward-looking statements made in this press release. Any forward-looking statement included in this press release speaks only as of the date of such statement. Except as required by law, IREN disclaims
any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise.
Exhibit 99.2
