IREN Iren Ltd - 8-K

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)