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Item 5. Other Information

2026-01-08 compared with 2025-10-09 · 41 added, 17 removed, 30 unchanged (66% of the section changed)

Other Information

Series G Preferred Stock Offering

On October 7, 2025, we entered into the third amendment (the “Third Amendment”) to the PEPA, dated April 30, 2025, by and between the Company and the investors signatory thereto, as amended by the First Amendment and Second Amendment, in order to increase its access to capital to fund the continued construction and development of its Polaris Forge I data center in Ellendale, North Dakota.

The Third Amendment amends the PEPA to, among other things, increase the aggregate commitment amount of the shares of the Series G Preferred Stock from $450.0 million to $590.0 million.

In connection with the Third Amendment, B.

Riley Securities, Inc.

acted as sole placement agent to the Company and is entitled to a cash fee equal to 2% of the gross cash proceeds received pursuant to the Third Amendment.

The offer and sale of the Series G Preferred Stock pursuant to the Third Amendment, and the shares of common stock issuable upon the conversion of the Series G Preferred Stock, is and will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment, a form of which is attached hereto as Exhibit 10.5 and is incorporated in its entirety by reference herein.

Not applicable.

EXHIBIT INDEX

Exhibit Number Description of Document

3.1 Amendment to Certificate of the Designations , Powers, Preferences and Rights of Series G Convertible Preferred Stock, filed with the Sec retary of State of the State of Nevada on A ugust 14, 2025 (Incorporated by reference to Exhibit 3 .1 to the Company’s Current Report on Form 8-K filed with the SEC on August 15 , 202 5 ) .

3.1 Amendment to Certificate of the Designations, Powers, Preferences and Rights of Series G Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on September 11, 2025 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2025).

10.1 Sales Agreement, dated June 2, 2025, by and among Applied Digital Corporation, Northland Securities, Inc.

and Wells Fargo, Securities, LLC (Incorporated by reference to Exhibit 1.2 of the Company’s Registration Statement on Form S-3, filed with the SEC on June 3, 2025).

10.2*^# Employment Agreement, dated August 1, 2025, by and between Applied Digital Corporation and Jason Zhang

10.3 Form of First Amendment to Preferred Equity Purchase Agreement, dated August 14, 2025, by and between the Company and the investors signatory thereto ( Incorporated by reference to Exhibit 10 .1 to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2025).

Building 4 Datacenter Lease, dated August 28, 2025, by and between APLD ELN-02 C LLC and CoreWeave, Inc.

(Incorpora ted by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K/A filed with the SEC on September 3 , 2025).

Third Amendment to Preferred Equity Purchase Agreement, dated October 7, 2025, by and between the Company and the investors signatory thereto

3.2 Amendment to Certificate of the Designations, Powers, Preferences and Rights of Series G Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on September 25, 2025 ( Incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on S eptember 26, 2025 ) .

3.3 Amendment to Certificate of the Designations, Powers, Preferences and Rights of Series G Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on October 14, 2025 ( Incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on October 1 7, 2025 ) .

3.4 Amendment to Certificate of the Designations, Powers, Preferences and Rights of Series G Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on October 21, 2025 ( Incorporated by reference to the Exhibit 3.1 to the Company ’ s Current Report on Form 8-K fi led with the SE C on October 21, 2025 ) .

3.5 Certificate of Amendment, dated November 6, 2025, to the Second Amended and Restated Articles of Incorporation, as amended ( Incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on November 6, 2025 ).

4.1 Form of Warrant ( Incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on October 9, 2025 ).

4.2 Indenture, dated as of November 20, 2025, among APLD ComputeCo LLC, APLD HPC Holdings 2 LLC, the Subsidiary Guarantors as defined therein and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 9.250% senior secured notes ( Incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on N ovember 20, 2025 ) .

4.3 Form of Note representing the 9.250% Senior Secured Notes due 2030 (included as Exhibit A to Exhibit 4.1).

Promissory Note, dated September 9, 2025, issued by APLD FAR-01 LLC and payable to Macquarie Equipment Capital, Inc.

( Incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on September 12, 2025 ).

10.2 Parent Guarantee, dated September 9, 2025, issued by Applied Digital Corporation in favor of Macquarie Equipment Capital, Inc.

( Incorporated by reference to Exhibit 10.

2 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2025 ) .

Guarantee and Collateral Agreement, dated September 9, 2025, by and among APLD FAR-01 LLC, APLD FAR Holdings LLC, APLD FAR-02 LLC, and Macquarie Equipment Capital, Inc.

( Incorporated by reference to Exhibit 10.

3 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2025 ) .

Form of Second Amendment to Preferred Equity Purchase Agreement, dated September 11, 2025, by and between the Company and the investors signatory thereto.

( Incorporated by reference to Exhibit 10.

4 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2025 ) .

Amended and Restated Unit Purchase Agreement, dated October 3, 2025, by and among Applied Digital Corporation, APLD HPC TopCo LLC, APLD HPC TopCo 2 LLC and MIP HPC Holdings, LLC ( Incorporated by reference to Exhibit 10 .1 to the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2025 ).

Amended and Restated Limited Liability Company Agreement of APLD HPC Topco 2 LLC, dated October 6, 2025, by and among APLD Holdings 2 LLC and MIP HPC Holdings, LLC, and solely for limited purposes as set forth therein, Macquarie Infrastructure Partners VI SCSp, Macquarie Infrastructure Partners VI, L.P.

and Applied Digital Corporation ( Incorporated by reference to Exhibit 10.

2 to the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2025 ).

10.7 Registration Rights Agreement, dated October 6, 2025, by and between Applied Digital Corporation, MIP VI DC REIT AIV, L.P.

and MIP VI REIT AIV, L.P.

(I ncorporated by reference to Exhibit 10.

3 to the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2025 ) .

Third Amendment to Preferred Equity Purchase Agreement, dated October 7, 2025, by and between the Company and the investors signatory thereto ( Incorporated by reference to Exhibit 10.5 to the Company ’ s Quarterly Report on Form 10-Q filed with the SEC on October 9, 2025 ) .

Fourth Ame ndment to Preferred Equity Purchase Agreement, dated October 21, 2025, by and between the Co mpany an d the investors signatory thereto ( Incorporated by reference to Exhibit 1 0.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on October 21, 2 0 25 ).

First Amendment to the Applied Digital Corporation 2024 Omnibus Equity Incentive Plan ( Incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed with the SEC on November 6, 2025 ).

Promissory Note, dated December 18, 2025, issued by APLD DevCo LLC and payable to Macquarie Equipment Capital, Inc.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2025) .

Parent Guarantee, dated December 18, 2025, issued by Applied Digital Corporation in favor of Macquarie Equipment Capital, Inc.

(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2025) .

Guarantee and Collateral Agreement, dated December 18, 2025, by APLD DevCo LLC, APLD Intermediate HoldCo LLC, and the other Grantors defined therein in favor of Macquarie Equipment Capital, Inc.

(Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2025) .

Performance Stock Unit Award, dated January 6, 2026, by and between Applied Digital Corporation and Wes Cummins (Incorporated by reference to Exhibit 1 0.1 to the Company ’ s Current Report on Form 8-K Filed with the SEC on January 8, 2026) .

Restr icted Stock Unit Award, dated January 6, 2026, by and between Applied Digital Corporation and Wes Cummins (Incorporated by reference to Exhibit 10.

2 to the Company’s Current Report on Form 8-K Filed with the SEC on January 8, 2026).

31.1* Chief Executive Officer’s Certificate Pursuant to 15 U.S.C.

17 unchanged sentences

The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

† Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

# Management compensatory agreement.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, Texas on October 9, 2025.

APPLIED DIGITAL CORPORATION

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information