
FORM 10-Q________________________ (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended November30, 2025OR For the transition period from ________ and __________ Commission file number: 001-31968________________________ APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter)________________________ 95-4863690 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 3811 Turtle Creek Boulevard, Suite 2100,Dallas, Texas75219(Address of Principal Executive Offices)(Zip Code) (214) 427-1704Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. As of January7, 2026, 279,585,823 shares of common stock, $0.001 par value, were outstanding. Table of Contents Part I - Financial Information Item 1.Financial Statements1Condensed Consolidated Balance Sheets as of November 30, 2025 and May 31, 2025 (unaudited)1Condensed Consolidated Statements of Operations for the three and six months ended November 30, 2025and November 30, 2024 (unaudited)2Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity for the threeand six months ended November 30, 2025 and November 30, 2024 (unaudited)3Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2025 andNovember 30, 2024 (unaudited)7Notes to the Condensed Consolidated Financial Statements (unaudited)9Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations43Item 3.Quantitative and Qualitative Disclosures About Market Risk62Item 4.Controls and Procedures62 Part II - Other Information Item 1.Legal ProceedingsItem 1A.Risk Factors APPLIED DIGITAL CORPORATION AND SUBSIDIARIESCondensed Consolidated Balance Sheets (Unaudited)(In thousands, except share and par value data) See accompanying notes to the unaudited condensed consolidated financial statements Includes related party selling, general and administrative expense of $0.1 million for each of the three months ended November30, 2025 and November30, 2024, and for each of the six months ended November30, 2025 and November30, 2024,respectively. See Note 6 - Related Party Transactions for further discussion of related party transactions.(1) Includes $25million received in connection with the sale of our Garden City facility once conditional approval requirementswere met and escrowed funds were released during the six months ended November30, 2024.(2) See accompanying notes to the unaudited condensed consolidated financial statements APPLIED DIGITAL CORPORATION AND SUBSIDIARIESCondensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity (Unaudited)For the Three Months ended November30, 2024(In thousands, except share data) See accompanying notes to the unaudited condensed consolidated financial statements See accompanying notes to the unaudited condensed consolidated financial statements See accompanying notes to the unaudited condensed consolidated financial statements APPLIED DIGITAL CORPORATION AND SUBSIDIARIESNotes to the Condensed Consolidated Financial Statements (Unaudited)For the Three and Six Months Ended November30, 2025 1.Business and Organization Applied Digital Corporation (the “Company”) is a designer, builder, and operator of high-performance, sustainably engineered datacenters and colocation services for artificial intelligence, cloud, networking, and blockchain workloads. The Company has tworeportable segments. Financial information for each segment is contained in “Note 16 - Business Segments.” All references to “Applied Di