SEC Division of Corporation Finance no-action letter: IREN Limited

Ning Chiu
+1 212 450 4908 ning.chiu@davispolk.com
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017 davispolk.com
September 23, 2026
Office of International Corporate Finance
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20540
Ladies and Gentlemen:
On behalf of IREN Limited, a company incorporated in Australia (the “Company”), we respectfully request confirmation that the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) will not recommend enforcement action to the Commission if the Company does not file a preliminary proxy statement pursuant to Rule 14a-6(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for shareholder meetings at which the only matters to be acted upon are (i) matters already excluded from preliminary filing under the express provisions of Rule 14a-6 and (ii) resolutions seeking shareholder approval for the Company to repurchase its ordinary shares in the next 12 months, given that resolutions to repurchase ordinary shares are generally routine matters that we believe are not required to be approved by shareholders of a domestic issuer incorporated in the United States (or a “U.S. domestic issuer”). As discussed below, the requested relief would be consistent with the purpose of Rule 14a-6 and with prior no-action and interpretive positions addressing foreign-incorporated issuers that are nevertheless subject to Regulation 14A. In our view, requiring a preliminary filing solely because Australian corporate law requires a company to seek shareholder approval for share repurchases would impose an unnecessary administrative burden on the Company without advancing the investor-protection objectives that underlie the preliminary proxy filing requirement. The Company and its Australian counsel have advised us as to the factual matters set forth in this letter. To the extent this letter summarizes provisions of Australian law, we have relied on Allens, Australian legal counsel to the Company. Please refer to the letter from Allens attached as Annex A. Background The Company is incorporated in Australia and actions taken in respect of its share capital are governed by the Corporations Act 2001 (Cth) (“Corporations Act”). On November 19, 2021, the Company closed its initial public offering in the United States. As of December 31, 2024, the Company no longer met the definition of a “foreign private issuer” under Exchange Act Rule 3b-4(c), and accordingly, as of July 1, 2025 (the first day of its fiscal year 2026), it has been subject to the periodic reporting requirements of the Exchange Act applicable to a U.S. domestic registrant, including the proxy rules contained in Regulation 14A. We are informed by Australian counsel for the Company that under section 259A of the Corporations Act, a company incorporated in Australia may only acquire its own shares in reliance on a limited number of exceptions, which include a share buy-back or a court order. The Australian law provisions cited below are set forth in Annex B. In this case, the Company is relying on the share buy-back exception referred to in section 259A(a) of the Corporations Act to effect the buy-back of ordinary shares
related to certain derivative transactions the Company previously entered into in connection with the issuance of convertible notes. Under Australian law, this is known as a “selective buy-back” because the shares to be repurchased are from specific shareholders, rather than all shareholders, and the buy-back undertaken is pursuant to section

Office of International Corporate Finance
Division of Corporation Finance
Securities and Exchange Commission
September 23, 2026 2
257A of the Corporations Act. 1 At least 75% of votes cast (with no votes cast in favor of the resolution by any person whose shares are proposed to be bought back or by their associates) are required to approve such selective buy-back transactions 2 . Under the policy of the Australian Securities and Investments Commission (“ASIC”), shareholder approval as and when required for any type of buyback is treated as valid for a period of 12 months. 3 Because shareholder approval, if granted, is effective only for a period of 12 months, the Company must seek shareholder approval on a recurring annual basis in order to preserve its ability to repurchase shares as described above. The Company wishes to retain flexibility to undertake selective buy-backs in the coming years, both pursuant to such derivative transactions the Company previously entered into and pursuant to any other transaction constituting a selective buy-back the Company may in the future decide to effect and that would similarly require shareholder approval. By contrast, for U.S. public companies, we believe that shareholder approval is not generally required for a corporation to repurchase its own shares in the open market. Thus, the shareholder approval sought by the Company for this purpose reflects a requirement of foreign corporate law rather than a matter that, for U.S. domestic companies, we believe would not be submitted to shareholders for vote. While there is technically an ability to seek a court order in lieu of shareholder approval to authorize share repurchases by the Company, we have been advised by Australian counsel for the Company that it is rare for a company incorporated in Australia to seek or obtain a court order to effect any type of share repurchases. We note that the Company filed a preliminary proxy statement on September 22, 2025, for its annual meeting held on November 19, 2025, which included these buy-back resolutions, and did not receive comments from the Staff. Analysis Rule 14a-6(a) generally requires the filing of a preliminary proxy statement at least 10 calendar days before definitive proxy materials are first sent or given to security holders, unless the solicitation relates only to one or more matters specified in the rule as exempt from preliminary filing. This reflects the Commission's view that preliminary review is not necessary for routine or noncontroversial matters for which advance Staff review is unlikely to provide meaningful additional protection to investors. In the circumstances presented here, the annual share repurchase approval required by Australian law is appropriately viewed as analogous to routine matters that do not trigger preliminary filing. The resolution to authorize the Company to repurchase its ordinary shares would generally not be submitted to shareholders on a recurring basis for a U.S.-incorporated issuer because, as noted above, U.S. corporate law generally regards shareholder approval as unnecessary for a domestic
issuer in comparable circumstances. Rather, the vote is required solely because the Company is incorporated in Australia and must comply with Australian corporate law. Where a foreign-incorporated company is subject to Regulation 14A, the preliminary filing requirement should not operate to create an incremental procedural burden for a foreign-law approval for a routine action that we believe would not be required of a similarly situated U.S. domestic issuer. 1 At a high-level, share buy-backs in Australian companies fall into one of five categories under Australian law, which can generally be described as: (1) minimum holding buy-backs (for individuals holding less than a marketable parcel of shares); (2) employee share buy-backs (for employees); (3) on-market buy-backs (a listed company making an offer on-market in the ordinary course of trading to buy-back its shares); (4) equal access scheme buy-backs (a buy-back of ordinary shares where the same offer, in percentage terms, is made to every shareholder); and (5) selective buy-backs (any buy-back that does not fit into one of the above categories). 2 Under Australian law, in the case of employee share buy-backs, on-market buy-backs, and equal access scheme buy-backs, if the buy-back is greater than 10% (individually or on a cumulative basis) of the company’s voting shares (as at any time in the last 12 months), shareholder approval of more than 50% of the votes cast is required, as compared to 75% of the votes cast for selective buy-backs. Shareholder approval is not required for minimum holding buy-backs, or for employee share buy-backs, on-market buy-backs, and equal access scheme buy-backs where the buy-back is 10% or less of the company’s voting shares (individually or on a cumulative basis, as at any time in the last 12 months. 3 Regulatory Guide RG 110 Share buy-backs, paragraph 110.28. Please see the extract at Annex B.

Office of International Corporate Finance
Division of Corporation Finance
Securities and Exchange Commission
September 23, 2026 3
We believe this conclusion is supported by the policy rationale underlying Rule 14a-6. The preliminary filing requirement is intended to facilitate Staff review of matters that may raise significant disclosure, governance, or solicitation concerns. A recurring authorization to permit share repurchases under foreign law, in circumstances where comparable shareholder approval generally would not be required for U.S. domestic issuers, does not present the type of issue for which preliminary review by the Staff is ordinarily necessary. Requiring a preliminary filing in these circumstances would elevate form over substance, and would impose costs and timing burdens disproportionate to any corresponding regulatory benefit. This approach is consistent with prior no-action and interpretive letters involving foreign-incorporated issuers subject to Regulation 14A involving share repurchases. In particular, we note the Staff's prior positions in Rowan Companies plc (avail. March 2, 2017) (affirming that Rowan Companies plc, a company organized under the laws of England and Wales, would not need to file preliminary proxy statements with the Commission when seeking shareholder approval under local laws of a form or forms of contract pursuant to which the board of directors could repurchase the company’s outstanding shares); Ensco plc (avail. December 3, 2015) (affirming that Ensco plc, a public limited company organized under the laws of England and Wales, would not need to file preliminary proxy statements with the Commission when seeking shareholder approval under local laws to issue and allot any shares of the company and for disapplication of the statutory pre-emption right for a portion of such shares); LyondellBasell Industries N.V. (avail. November 15, 2024) (affirming that LyondellBasell Industries N.V., a company incorporated under Dutch law, would not need to file preliminary proxy statements with the Commission when seeking shareholder approval under local laws to, among other matters, authorize the board of directors to repurchase the company’s outstanding shares, to approve the cancellation of shares held in the company’s treasury account) and Avago Technologies (avail. November 7, 2014) (affirming that Avago Technologies, a company organized under the laws of the Republic of Singapore, would not need to file preliminary proxy statements with the Commission when seeking shareholder approval under local laws to set the cash remuneration for the company’s board of directors, to authorize the board of directors to allot and issue shares of capital stock, and to authorize the board of directors to repurchase the company’s outstanding shares). Although the factual and legal contexts of those letters were not identical, they reflect a consistent recognition that foreign-incorporated issuers that are not foreign private issuers under Exchange Act Rule 3b-4(c) and are therefore subject to U.S. domestic proxy rules may appropriately receive relief where
foreign-law governance requirements would otherwise produce unnecessary procedural consequences under Rule 14a-6 for matters that are routine in substance or that we believe would not require shareholder action for a U.S. domestic issuer. We have been informed by Australian counsel for the Company that under Australian law, there are several investor protections regarding selective buy-backs, including: a threshold requirement that the directors of the Company must be comfortable that there is no adverse impact on creditors or the Company’s solvency 4 ; the relevant voting threshold for shareholders is set at 75% of the votes cast; 5 persons whose shares are to be repurchased are excluded from voting; the Company must disclose all information relevant to how investors may vote in its notice of meeting; and before the notice of meeting is sent to shareholders, it must be sent to ASIC, which has jurisdiction and oversight over how the repurchase is disclosed to the Company’s shareholders and how it is implemented 6 (see sections 257A and 257D of the Corporations Act). Accordingly, we do not believe that requiring the Company to file preliminary proxy statements to enable advance Staff review is likely to provide meaningful additional protection to investors. 4 Under Australian law, this is required for all buy-backs. 5 Please refer to footnote 3 above as to shareholder voting requirements applicable to other types of buy-backs under Australian law. 6 Under Australian law, prior engagement with ASIC is required for all share buy-backs in Australian companies except minimum holding buybacks, although the nature and type of engagement differs based on the category of share buy-back.

Office of International Corporate Finance
Division of Corporation Finance
Securities and Exchange Commission
September 23, 2026 4
Request for Relief
For the reasons set forth above, we respectfully request confirmation that the Staff will not object if the Company does not file a preliminary proxy statement under Rule 14a-6(a) for shareholder meetings at which the only matters to be acted upon are (i) matters already excluded from preliminary filing under the express provisions of Rule 14a-6 and (ii) resolutions seeking shareholder approval for the Company to repurchase its ordinary shares, where such approval is required under Australian law but we believe would be a routine action that does not require a similarly situated U.S. domestic issuer to file a preliminary proxy statement. If the Staff has any questions regarding this request or would like to discuss, please do not hesitate to contact us. Respectfully yours, Ning Chiu cc: Marcel Fausten Michael Jefferies, IREN Senior Legal Counsel Cesilia Kim, IREN Chief Legal Officer Praveena Karunaharan, IREN Deputy Company Secretary Electronic Submission

Annex A

September 23, 2026 6
23 September 2026
Office of International Corporate Finance
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Ladies and Gentlemen
IREN Limited (ACN 629 842 799) (the Company) – confirmation of Australian law matters We have acted as Australian legal advisors to the Company in connection with the no-action request made on or around 23 September 2026 by Ning Chiu of Davis Polk & Wardwell LLP on behalf of the Company to confirm the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) will not recommend enforcement action if the Company does not file a preliminary proxy statement pursuant to Rule 14a-6(a) under the Securities Exchange Act of 1934 (No Action Request Letter). We have reviewed the No Action Request Letter and confirm that, in our view, the statements made in that letter about matters of Australian law, policy and practice, are fair and accurate as at the date of this letter. This includes statements about the Corporations Act 2001 (Cth), an Australian statute. Our confirmation is limited to matters of Australian law applicable to the Company, being the laws of the Commonwealth of Australia and the state of New South Wales. We express no opinion as to any other matters, including the laws, regulations, procedures and practices of the United States. The above confirmation may be relied upon by the SEC in connection with its consideration of the No Action Request Letter only, and not by any other person or for any other purpose. We consent to the inclusion of a copy of this letter with the No Action Request Letter submitted by Davis Polk & Wardwell LLP to you. Yours faithfully Julian Donnan Partner Allens

September 23, 2026 7
Annex B
Extract of provisions of the Corporations Act cited in this submission.
CORPORATIONS ACT 2001 - SECT 250MA
Requirements for a special resolution
For a resolution of a company to have effect as a special resolution:
(a) notice given under section 249J of the meeting at which the resolution is proposed must include the information required by paragraph 249L(1)(c) in relation to the resolution; and (b) the resolution must be passed by at least 75% of the votes cast by members who are entitled to vote on the resolution; and (c) the resolution must be otherwise valid. CORPORATIONS ACT 2001 - SECT 259A Directly acquiring own shares A company must not acquire shares (or units of shares) in itself except:
(a) in buying back shares under section 257A; or (b) in acquiring an interest (other than a legal interest) in fully - paid shares in the company if no consideration is given for the acquisition by the company or an entity it controls; or (c) under a court order; or (d) in circumstances covered by subsection 259B(2) or (3). CORPORATIONS ACT 2001 - SECT 257A The company's power to buy back its own shares A company may buy back its own shares if:
(a) the buy - back does not materially prejudice the company's ability to pay its creditors; and (b) the company follows the procedures laid down in this Division. CORPORATIONS ACT 2001 - SECT 257C Buy-back procedure – shareholder approval if the 10/12 limit exceeded Ordinary resolution required (1) If section 257B applies this section to a buy-back, the terms of the buy-back agreement must be approved before it is entered into by a resolution passed at a general meeting of the company, or the agreement must be conditional on such an approval. Information to accompany the notice of meeting (2) The company must include with the notice of the meeting a statement setting out all information known to the company that is material to the decision how to vote on the resolution. However, the company does not have to disclose information if it would be unreasonable to require the company to do so because the company had previously disclosed the information to its shareholders. Documents to be lodged with the ASIC

September 23, 2026 8
(3) Before the notice of the meeting is sent to shareholders, the company must lodge with ASIC a copy of:
(a) the notice of the meeting; and
(b) any document relating to the buy-back that will accompany the notice of the meeting sent to shareholders. CORPORATIONS ACT 2001 - SECT 257D Buy - back procedure--special shareholder approval for selective buy - back Selective buy - back requires special or unanimous resolution (1) If section 257B applies this section to a buy - back, the terms of the buy - back agreement must be approved before it is entered into by either:
(a) a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by any person whose shares are proposed to be bought back or by their associates; or (b) a resolution agreed to, at a general meeting, by all ordinary shareholders; or the agreement must be conditional on such an approval. Information to accompany the notice of meeting (2) The company must include with the notice of the meeting a statement setting out all information known to the company that is material to the decision how to vote on the resolution. However, the company does not have to disclose information if it would be unreasonable to require the company to do so because the company had previously disclosed the information to its shareholders. Documents to be lodged with the ASIC (3) Before the notice of the meeting is sent to shareholders, the company must lodge with ASIC a copy of:
(a) the notice of the meeting; and
(b) any document relating to the buy - back that will accompany the notice of the meeting sent to shareholders. (4) ASIC may exempt a company from the operation of this section. The exemption:
(a) must be in writing; and
(b) must be granted before the buy - back agreement is entered into; and (c) may be granted subject to conditions. EXTRACT FROM ASIC'S REGULATORY GUIDE 110 BUY-BACKS RG 110.28 However, a company cannot use shareholder approval or a single notice to give itself an open-ended ‘blank cheque’ to buy back shares. After 12 months we consider that approval or notice of a buy-back will be ‘stale’ (i.e. the approval or notice will likely no longer provide the intended protection for shareholders and creditors). A 12-month period is also consistent with the operation of the 10/12 limit.

Resources

Incoming Letter

Lineage

Similar documents from other regulators