Applied Digital Corp. 10-Q

Item 5. Other Information Not applicable. 64 Item 6. Exhibits 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 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). 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). 10.1† 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 ) . 10.3^ 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 ) . 10.4^ 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 ) . 10.5^ 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 ). 10.6^† 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 ) . 10.8^ 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 ) . 10.9^ 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 ). 65 10.10# 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 ). 10.11^† 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) . 10.12† 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) . 10.13^† 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) . 10.14# 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) . 10.15# 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. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Chief Financial Officer’s Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. ^ The schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. 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. 66 SIGNATURES 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 January 8, 2026. APPLIED DIGITAL CORPORATION By: /s/ Wes Cummins Name: Wes Cummins Title: Chief Executive Officer, Secretary and Treasurer (Principal Executive Officer) By: /s/ Saidal Mohmand Name: Saidal Mohmand Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 67