Sec Form 3 Filing - Roberts Daniel John @ IREN Ltd - 2025-07-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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
2. Issuer Name and Ticker or Trading Symbol
IREN Ltd [ IREN]
5. 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
(Last) (First) (Middle)
C/O IREN LIMITED, LEVEL 6, 55 MARKET STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2025
(Street)
SYDNEY, C32000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
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 Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 75 ( 4 ) 08/18/2033 Ordinary Shares 2,400,000 I By Awassi Capital Trust #2
Stock Options (Right to Buy) $ 3.29 ( 5 ) 12/20/2025 Ordinary Shares 1,000,000 I By Awassi Capital Trust #2 ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roberts Daniel John
C/O IREN LIMITED
LEVEL 6, 55 MARKET STREET
SYDNEY, C32000
X Co-Chief Executive Officer
Signatures
/s/ Cesilia Kim, as attorney-in-fact for Daniel Roberts 07/03/2025
Signature of Reporting Person Date
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

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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