重大事件即時報告 8-K 2026-07-01

IREN董事會批准向聯席CEO授予逾1800萬個RSU，設六年歸屬及持有期

AI 繁中摘要

IREN Limited（納斯達克：IREN）於2026年6月30日提交8-K申報，披露董事會已批准向聯席行政總裁William Roberts及Daniel Roberts各授予9,099,328個限制性股票單位（RSUs）📊。該批股權獎勵將於2026年7月1日或前後授予，並設有合共六年的歸屬及持有期：RSUs將於授予日起分四年每年等額歸屬，而每個歸屬批次在歸屬後另須持有兩年，最後一批RSU的持有期將延至2033財政年度🔒。作為交換，兩位聯席CEO在2031財政年度之前不會再獲得任何額外股權激勵。

董事會薪酬委員會經獨立薪酬顧問全面分析後，一致通過該方案。委員會曾考慮多種替代結構（包括不同授予規模、績效掛鈎及混合結構、不同歸屬期），最終認為現有安排最能平衡人才留任、股東利益對齊及企業管治考量✅。IREN指出，這次授予是多年股權框架的一部分，旨在確保CEO利益與股東長期價值創造保持一致，並推動公司下一階段的增長及長期戰略執行。

對投資者而言，此舉反映管理層長期持股承諾，減少短期套現誘因，有助穩定管理團隊🧠。然而，大量RSUs（合共約1,820萬股）將逐步稀釋現有股權，投資者需關注未來數年的攤薄效應。整體上，獎勵結構設計偏向長期持有，顯示董事會對公司前景的信心及對股東價值的重視。

展開英文正文

false000187884800-000000000018788482026-06-302026-06-30

 

 
 
 
 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): June 30, 2026

 

 

 
 

 

 IREN LIMITED

 

 (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)

 

 

 +61 2 7906 8301

 (Registrant’s telephone number, including area code)

  

 Not Applicable

 (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
 (see General Instruction A.2. below):

 

 

 

 

 ☐

 
 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 13e-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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
 Arrangements of Certain Officers.

 

 

 On June 30, 2026, the Board of Directors (the “Board”) of IREN Limited (the “Company”) approved, upon the recommendation of the Compensation Committee of
 the Board (the “Compensation Committee”), the grant of an award of 9,099,328 restricted stock units (“RSUs”) to each of William Roberts and Daniel Roberts, the Co-Chief Executive Officers of the Company (the “Equity Grants”). The Equity Grants are
 subject to a combined six-year vesting and holding period. In connection with the Equity Grants, neither Co-CEO will receive a further equity incentive grant until the Company’s 2031 fiscal year.

 

 

 The Equity Grants were unanimously approved by the independent directors of the Board in consultation with the independent compensation consultant of the
 Compensation Committee.  In connection with the approval of the Equity Grants, the Board undertook a comprehensive analysis of our Co-CEOs’ compensation in light of the Company’s continued growth in scale, and approved the Equity Grants following a
 review of the Co-CEOs’ compensation conducted by its independent compensation consultant. The Compensation Committee considered a range of alternative structures, including different grant sizes, performance-based and hybrid structures and
 alternative vesting periods, before concluding that the approved structure best balanced retention, alignment and governance considerations. The Equity Grants are designed to retain and incentivize the Co-CEOs to lead the Company through its next
 phase of growth and the execution of its long-term strategic plan. These Equity Grants reflect the completion of a multi-year framework established by the Compensation Committee to ensure our Co-CEOs have equity incentives that align their
 interests with the long-term interests of our shareholders. Accordingly, the Board believes that these Equity Grants, together with the outstanding performance-based and time-based equity incentive awards currently held by our Co-CEOs, promote
 alignment with shareholder interests and long-term shareholder value creation.

 

 

 The Equity Grants, which will be granted on or about July 1, 2026, will vest in equal annual installments over the four-year period following the grant
 date, subject generally to continued employment with the Company through the applicable vesting date. In addition, following the applicable vesting date, each tranche of RSUs will be subject to an additional two-year post-vesting holding period
 requirement during which the Co-CEOs generally may not sell, transfer, or otherwise monetize the vested RSUs. The Board believes that this post-vesting holding period requirement, which will extend to the Company’s 2033 fiscal year in the case of
 the final vesting tranche of the RSUs, further promotes the long-term alignment of our Co-CEOs’ interests with those of our shareholders.

 

 

 The Equity Grants will be granted under the IREN Limited 2025 Omnibus Incentive Plan (“Omnibus Plan”) and an applicable award agreement thereunder. The
 foregoing summary of the Equity Grants is qualified in its entirety by the full text of the Omnibus Plan and an award agreement governing the Equity Grants, which will be filed as an exhibit to the Company’s next periodic report filed with the
 Securities and Exchange Commission following the grant date of the Equity Grants.

 

 

 
 
 

 

 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: July 1, 2026

 

  

 

 

  

  

 

 

  

 
 By:

 

 
 
 /s/ Cesilia Kim

 

 

 

 

  

  

 
 Name: Cesilia Kim

 

 

 

  

  

 
 Title: Chief Legal Officer