Applied Digital Corp. 10-Q

Item 5. Other Information (a) Withdrawal of Designation On April 11, 2025, we filed a Withdrawal of Designation relating to the Series F Convertible Preferred Stock (the “Withdrawal of Designation”) with the Secretary of State of the State of Nevada and terminated the designation of the Series F Convertible Preferred Stock. At the time of the filing of the Withdrawal of Designation, no shares of Series F Convertible Preferred Stock were outstanding. The Withdrawal of Designation was effective upon filing and eliminated from the Company’s Second Amended and Restated Articles of Incorporation, as amended, all matters set forth in the previously-filed Certificate of Designation with respect to the previously designated Series F Convertible Preferred Stock. (c) During the fiscal quarter ended February 28, 2025, two of our board members adopted Rule 10b5-1 plans: Ella Benson adopted a Rule 10b5-1 plan providing for the sale of up to 26,823 shares of the Company’s common stock. Pursuant to this plan, Ms. Benson may sell shares of common stock beginning May 31, 2025 , subject to the terms of the agreement, and the plan terminates on December 31, 2025 . The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c). Rachel Lee adopted a Rule 10b5-1 plan providing for the sale of up to 38,515 shares of the Company’s common stock. Pursuant to this plan, Ms. Lee may sell shares of common stock beginning May 25, 2025 , subject to the terms of the agreement, and the plan terminates on December 31, 2025 . The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c). Except as provided above, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K), during the fiscal quarter ended February 28, 2025. 54 Item 6. Exhibits EXHIBIT INDEX Exhibit Number Description of Document 3.1* Certificate, Amendment or Withdrawal of Designation, relating to the Series F Preferred Stock, filed with the Secretary of State of Nevada on April 11 , 2025. 4.1* Warrant, dated February 27, 2025, by and between Applied Digital Corporation and STB Applied Holdings LLC. 10.1† Offer Letter, dated November 26, 2024, by and between Applied Digital Corporation and Laura Laltrello. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2024). 10.2† Form of Restricted Stock Unit Award Agreement, by and between the Company and Laura Laltrello. (Incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed with the SEC on January 6, 2025). 10.3† Performance Stock Unit Award, dated January 7, 2025, by and between Applied Digital Corporation and Wes Cummins. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 8, 2025). 10.4† Performance Stock Unit Award, dated January 2, 2025, by and between Applied Digital Corporation and Saidal Mohmand. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 8, 2025). 10.5† Performance Stock Unit Award, dated January 2, 2025, by and between Applied Digital Corporation and David Rench. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 8, 2025). 10.6^ Unit Purchase Agreement, dated January 13, 2025, by and among Applied Digital Corporation, APLD HPC Holdings LLC and MIP VI Holdings II, LLC. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025). 10.7^ Credit and Guaranty Agreement, dated as of February 11, 2025, by and among APLD HPC Holdings LLC, the Subsidiary Guarantors, the Lenders and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025). 10.8 Pledge Agreement, dated as of February 11, 2025, by and among APLD HPC Holdings LLC, APLD HPC TopCo LLC and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025). 10.9 Parent Guarantee, dated as of February 11, 2025, by and among APLD HPC Holdings LLC, Applied Digital Corporation and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025). 10.10^ Collateral Agency, Security and Depositary Agreement, dated as of February 11, 2025, by and among APLD HPC Holdings LLC, the Subsidiary Guarantors and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025). 10.11^ First Amendment to Unit Purchase Agreement, dated February 11, 2025, by and between Applied Digital Corporation, APLD HPC Holdings LLC, APLD HPC TopCo LLC, and MIP VI HPC Holdings, LLC. (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2025). 10.12† Transition Agreement, dated February 18, 2025, by and between the Company and David Rench. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2025). 10.13† Separation Agreement, dated February 20, 2025, by and between the Company and Michael Maniscalco. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2025). 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. 55 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. † Management compensatory agreement. ^ 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. 56 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 April 14, 2025. 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) 57