Fran

[Imaddin Amsif @imaddinAmsif]

On the 18.2 million RSU compensation package granted to the Co-CEOs

“Every investor deserves an explanation. There are no targets. There is no performance. Only time.”

To: William Roberts and Daniel Roberts (Co-CEOs); Compensation Committee; independent directors @danroberts0101
Re: Grant of 9,099,328 RSUs per Co-CEO approved June 30, 2026 (Form 8-K, Item 5.02)
Date: July 3, 2026

Dear Board,

We write as shareholders and as analysts who have publicly defended IREN’s execution. We have praised the AI pivot, the investment-grade financing, the secured power, and the backlog. That is precisely why this letter carries the tone it does: when you admire a company, you demand more of it, not less.

On June 30, 2026, with the stock down ~23% on the week and the neocloud sector repricing on the Meta Compute news, the Board approved granting 9,099,328 RSUs to each Co-CEO (18,198,656 in total). At the reference price, that is on the order of $770–960 million in stock, and roughly 5.3% dilution of the free float. And the detail that prompts this letter is the structure: per your own filing, the package carries not a single performance target.
NOT A SINGLE PERFOMANCE

1. What your own 8-K says

It is the literal text of Item 5.02. The Committee wrote that it evaluated performance-based structures, and rejected them:

“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.”

Translated: a performance-based package was put on the table and, deliberately, one was chosen that depends only on the passage of time and continued employment. Vesting is in four equal annual installments “generally subject to continued employment.” No relative TSR. No ARR hurdle. No margin target. Not a single operating threshold. They get paid for not leaving.

The filing itself concedes that the strength of the pay-for-performance link “depends on the value of performance-based equity still outstanding”,. i.e., on other, earlier awards, not this one. This grant, the largest of all, adds no new hurdle.

2. The Numbers:

- RSU Per Co-CEO: 9,099,328
- Total RSUs: 18,198,656
- Dilution vs. Free float: ~5.3%
- Value @ ~42.55: ~$774m
- value @ reference close: ~$687m
- performance targets: 0
- vesting condition: time + employment
- next grant to Co-CEOs: not before FY2031

We acknowledge what is well designed: the two-year post-vesting holding period (which prevents immediate monetization and extends exposure to FY2033) and the commitment to receive no new grants until FY2031. These are real mitigants and we say so without reservation. But a good schedule for when one gets paid does not answer the question of why one gets paid. A lock on gifted shares is still a gift with a lock.

3. Why this stings, and why now

3.1 The timing. The grant is approved on June 30, in the week of maximum pressure on the stock. When the price is depressed, a grant of a fixed number of units hands over more percentage of the company for the same effort. If the thesis plays out and the stock multiplies, that 5.3% becomes hundreds of millions in additional value, not from beating a target, but from the calendar date on which it was signed. The shareholder who bought at $75 in November bears the dilution; the Co-CEO receives the unit count fixed at $45.

3.2 The message to employees and the market. IREN has just hired a CPO from Oracle and an enterprise-caliber CDO to close the gap Bernstein flagged. Those teams will rightly be asked to tie their compensation to results. With what authority, if the compensation at the very top depends on none? Compensation is the most honest cultural document a company has. This one says: at the top, performance is optional.

👇

[Fran @frantek23]

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[Fran @frantek23]

@imaddinAmsif Ruben Gisbert

[Grishka @Grixste]

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[Fran @frantek23]

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[Imaddin Amsif @imaddinAmsif]

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[Fran @frantek23]

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