IREN Ltd. Files 8-K with Security Holder & Officer Updates

TL;DR

IREN Ltd. 8-K: Security holder rights modified, director/officer changes, and votes submitted. Filing date Nov 24, 2025.

AI Summary

On November 19, 2025, IREN Ltd. filed an 8-K report detailing several key events. These include material modifications to security holder rights, changes in directors and officers, and the submission of matters to a vote of security holders. The filing also covers financial statements and exhibits, with the report being filed as of November 24, 2025.

Why It Matters

This 8-K filing provides crucial updates on corporate governance and security holder matters for IREN Ltd., impacting investor understanding of the company's structure and decision-making processes.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions including modifications to security holder rights and changes in directors/officers, which can introduce uncertainty.

Key Players & Entities

• IREN Ltd (company) — Registrant
• November 19, 2025 (date) — Earliest event reported
• November 24, 2025 (date) — Filing date
• 001-41072 (company) — Commission File Number

FAQ

Filing Documents

• ef20059594_8k.htm (8-K) — 64KB
• ef20059594_ex3-1.htm (EX-3.1) — 834KB
• image00002.jpg (GRAPHIC) — 2KB
• image00003.jpg (GRAPHIC) — 1KB
• 0001140361-25-043142.txt ( ) — 1141KB
• iren-20251119.xsd (EX-101.SCH) — 4KB
• iren-20251119_lab.xml (EX-101.LAB) — 21KB
• iren-20251119_pre.xml (EX-101.PRE) — 16KB
• ef20059594_8k_htm.xml (XML) — 4KB

03

Item 3.03 Material Modification to Rights of Security Holders. As more fully described under Item 5.07 of this Current Report on Form 8-K, at the 2025 Annual General Meeting of IREN Limited (the "Company"), the shareholders of the Company approved amendments to the Company's constitution (the "Constitution") to: (1) align the quorum requirement to conduct shareholder meetings with the listing rules of the Nasdaq Stock Market LLC ("Nasdaq"); (2) provide for director elections at each annual general meeting; (3) add a forum selection provision; (4) update the advance notice provisions for universal proxies; and (5) to implement certain other miscellaneous changes. Upon such shareholder approval at the 2025 Annual General Meeting on November 19, 2025, such amendments became effective. The foregoing summary descriptions of the amendments to the Constitution do not purport to be complete and are qualified in their entirety by reference to the Amended and Restated Constitution, which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As more fully described under Item 5.07 of this Current Report on Form 8-K, at the 2025 Annual General Meeting of the Company on November 19, 2025, the shareholders of the Company approved the IREN Limited 2025 Omnibus Incentive Plan (the "Omnibus Plan"), and the Omnibus Plan became effective as of such date. For a summary of the material terms of the Omnibus Incentive Plan, see "Proposal No. 6" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 6, 2025 (the "2025 Proxy Statement").

07

Item 5.07 Submission of Matters to a Vote of Security Holders. (a) The Company held its 2025 Annual General Meeting on November 19, 2025. For more information on the following proposals, see the Company's 2025 Proxy (b) The final voting results of the matters presented at the 2025 Annual General Meeting are set forth below. 1. Proposal 1 – Amendment to the Constitution to Align the Quorum Requirement to Conduct Shareholder Meetings with Nasdaq rules. Shareholders approved the amendment to the Constitution to align the quorum requirements to conduct shareholder meetings with Nasdaq rules. For Against Abstain Broker Non-Votes 245,034,945 88,854 3,745,635 0 2. Proposal 2 – Amendment to the Constitution to Provide for Director Elections at Each Annual General Meeting. Shareholders approved the amendment to the Constitution to provide for director elections at each annual general meeting. For Against Abstain Broker Non-Votes 245,453,601 157,604 3,258,229 0 3. Proposal 3 – Amendment to the Constitution to Add a Forum Selection Provision. Shareholders approved the amendment to the Constitution to add a forum selection provision. For Against Abstain Broker Non-Votes 237,255,099 7,836,258 3,778,077 0 4. Proposal 4 – Amendment to the Constitution to Update the Advance Notice Provision for Universal Proxies. Shareholders approved the amendment to the Constitution to update the advance notice provision for universal proxies. For Against Abstain Broker Non-Votes 244,936,509 141,551 3,791,374 0 5. Proposal 5 – Amendments to the Constitution to Implement Miscellaneous Changes. Shareholders approved the amendments to the Constitution to implement miscellaneous changes. For Against Abstain Broker Non-Votes 244,704,633 274,006 3,890,795 0 6. Proposal 6 – 2025 Omnibus Incentive Plan. Shareholders approved the Company's

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Constitution 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IREN Limited Dated: November 24, 2025 By: /s/ Daniel Roberts Daniel Roberts Co-Chief Executive Officer and Director

View Full Filing

View this 8-K filing on SEC EDGAR