Applied Digital 2025年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May31, 2026 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from toCommission file number 001-31968 APPLIED DIGITAL CORPORATION (214) 427-1704Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 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 suchfiling requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit and post such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Accelerated filerSmaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No As of November 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate marketvalue of the common stock held by non-affiliates of the registrant was approximately $6.9 billion, based on the closing price of theregistrant’s common stock on November 30, 2025, as reported on the Nasdaq Global Select Market. Shares of the registrant’s commonstock held by each executive officer, director, and each other person who may be deemed to be an affiliate of the registrant, have beenexcluded from this computation. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant had outstanding 291,469,112 shares of common stock as of July28, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement for the 2026 annual meeting of stockholders to be filed pursuant to Regulation 14A within120 days after the registrant’s fiscal year ended May31, 2026, are incorporated by reference in Part III of this Form 10-K. Table of Contents Part I Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosures Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities39Item 6. [Reserved]40Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations41Item 7A. Quantitative and Qualitative Disclosures About Market Risk66Item 8. Financial Statements and Supplementary Data68Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure128Item 9A. Controls and Procedures128Item 9B. Other Information131Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections131 Part III Item 10. Directors, Executive Officers and Corporate Gov