Financial Analysis

"Business Combination On May 5, 2026, the Company, through APLD ChronoScale HoldCo LLC, a wholly owned subsidiary, (Contributor), completed a transaction pursuant to which Contributor contributed 100% of the equity interests of Applied Digital Cloud (Cloud) to Ekso Bionics Holdings, Inc. (Ekso), a publicly traded company, in exchange for shares of Ekso common stock (the ""May 2026 transaction""). Although Ekso was the legal acquirer, Cloud was identified as the accounting acquirer and the transaction was accounted for as a reverse acquisition under ASC 805, Business Combinations . Following the closing of the transaction, Ekso was renamed ChronoScale Corporation (ChronoScale). As a result of the transaction, at closing, the Company owned approximately 97% of ChronoScales outstanding common stock, and legacy Ekso shareholders retained approximately 3% (before giving effect to any dilution from new investments) which represents a noncontrolling interest in ChronoScale. As the transaction was accounted for as a reverse acquisition, the consideration transferred was measured based on the number of equity interests Cloud would have had to issue to provide legacy Ekso shareholders with the same percentage ownership interest in the combined company that resulted from the transaction. The fair value of the consideration transferred was approximately $57.6 million, based on 4,357,026 equity interests valued at Ekso's closing share price of $13.22 per share on the acquisition date. The …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies Commitments Energy Contracts As of May 31, 2026, the Company had a minimum commitment of approximately $19.2 million related to the energy services agreement for its Jamestown, North Dakota co-hosting facility payable over, approximately, the next 0.7 years. Construction Contracts The Company routinely engages with construction vendors for the construction of its facilities. These engagements are governed by contracts containing standard terms and conditions, including certain milestones that obligate the Company to pay as work is completed. In the event of termination of any of these contracts by the Company, the Company would be liable for all work that has been completed or in process, plus any applicable fees. The Company generally has the right to cancel these open purchase orders prior to delivery or terminate the contracts without cause. B&W Guarantee The Company was party to a guarantee (the Guarantee) in favor of The Babcock & Wilcox Company (B&W), pursuant to which it had agreed to unconditionally and irrevocably guarantee the full and timely performance by Base Electron, Inc., a Nevada corporation (Base Electron), of its obligations under a Design-Build Agreement, dated February 26, 2026, by and between Base Electron and B&W (the Design-Build Agreement). The Design-Build Agreement contemplates the engineering, procurement, construction and commissioning of a power generation facility with an expected nameplate capacity …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Debt Long-term debt consisted of the following components (in thousands): Interest Rate Maturity Date May 31, 2026 May 31, 2025 2030 Senior Secured Notes 9.25% December 2030 $ 2,350,000 $ 2031 Senior Secured Notes 6.75% March 2031 2,150,000 Convertible Notes, senior unsecured (1) 2.75% June 2030 450,000 450,000 Bridge Facility See below April 2027 300,000 SMBC Loan (2) See below August 2026 375,000 Starion Ellendale Loan (3) 7.48% February 2028 8,108 12,283 Cornerstone Bank Loan (4) 8.59% March 2029 9,910 12,866 Starion Term Loan (5) 6.50% July 2027 3,900 7,061 Other debt (6) 34,762 12,275 Deferred financing costs, net of amortization (330,742) (181,329) Less: Current portion of debt (16,422) (10,331) Long-term debt, net $ 4,959,516 $ 677,825 (1) The net carrying amount of the Convertible Notes was $276.0 million and $273.3 million and the remaining unamortized deferred financing costs related to the issuance was $174.0 million and $176.7 million, each as of May 31, 2026 and May 31, 2025, respectively. (2) The SMBC Loan was guaranteed by APLD HPC TopCo LLC, a wholly-owned subsidiary of the Company, and was secured by a continuing security interest in all of the membership interests of the borrower, APLD HPC Holdings LLC, including a mortgage on certain properties as defined in the collateral agency, security and depositary agreement. During the year ended May 31, 2026, concurrent with the closing of the 2030 Notes Offering (see below), the Company repaid in full the aggregat …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

"Stock-Based Compensation Plans Management Incentive Plan On May 5, 2026, the Company completed the separation of its cloud business in a series of transactions that resulted in the Company owning approximately 97% of the issued and outstanding equity of ChronoScale Corporation. On July 1, ChronoScale Corporation completed a holding company transaction, as a result of which the holding company became the public parent, ChronoScale Holdings Corporation (""ChronoScale""). Prior to the transaction close, the Company established a management incentive plan (the ""MIP"") designed to align the interests of key management personnel of the Company with the long-term performance of ChronoScale. The MIP was established through newly formed entities within the ChronoScale holding structure, including APLD ChronoScale HoldCo LLC (HoldCo) and APLD ChronoScale Management LLC (Management LLC). Management LLC was formed solely to hold Class B units of HoldCo and to issue corresponding MIP units to participants. Each MIP unit issued by Management LLC corresponds on a one-for-one basis to a Class B unit held by Management LLC in HoldCo. The MIP units granted during the year ended May 31, 2026 were fully vested on the grant date of April 9, 2026 and did not contain substantive service, performance, or market conditions. Accordingly, the Company recognized the grant-date fair value of the MIP units as stock-based compensation expense on the grant date. Because the awards are equity-classified, t …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Income Taxes The components of consolidated income before taxes from continuing operations were as follows (in thousands): May 31, 2026 May 31, 2025 May 31, 2024 United States $ (181,532) $ (230,963) $ (149,575) Foreign Consolidated income before taxes from continuing operations $ (181,532) $ (230,963) $ (149,575) Income tax expense from continuing operations for the fiscal years ended May 31, 2026, 2025, and 2024 consisted of the following (in thousands): May 31, 2026 May 31, 2025 May 31, 2024 Current expense Federal $ 1,419 $ $ Foreign State 368 102 96 Total current expense 1,787 102 96 Deferred expense (benefit) Federal Foreign State Total deferred expense Total income tax expense $ 1,787 $ 102 $ 96 Beginning in the fiscal year ending May 31, 2026, the Company adopted ASU 2023-09 prospectively as described in Note 2 - Significant Accounting Policies . A reconciliation of the statutory income tax rate from continuing operations to the Company's effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the fiscal year ended May 31, 2026 is as follows: Amount % U.S. federal statutory income tax rate $ (38,122) 21.0 % Tax credits % Non-taxable or non-deductible items Stock-based compensation (6,593) 3.6 % Excess officer's compensation 37,952 (20.8) % Other 2,173 (1.1) % Cross-border tax laws % Other reconciling items % Changes in tax laws % Changes in valuation allowances 6,086 (3.5) % State and local income taxes, net of federal income tax (1) 291 (0.2) % …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"Leases Lessor Accounting CoreWeave Leases On May 28, 2025, APLD ELN-02 LLC and APLD ELN-03 LLC, the Company's subsidiaries, each entered into a data center lease with CoreWeave, Inc. (together, the ""CoreWeave Leases"") to deliver up to an aggregate of 250 MW of infrastructure to host CoreWeaves HPC operations at Polaris Forge 1. The first lease is for the full capacity of Building 2, the Company's 100 MW data center, which was completed and became operational in November 2025. The second lease is for the full capacity of Building 3, a 150 MW data center that is also under construction and is expected to become operational during the calendar year 2026. On August 28, 2025, APLD ELN-02 C LLC, a subsidiary of the Company, entered into a third data center lease with CoreWeave to deliver an additional 150MW at Polaris Forge 1, bringing the total capacity under contract at Polaris Forge 1 to 400 MW. The Company has guaranteed the obligations of APLD ELN-02 C LLC under the data center lease. The third lease is for the full capacity of Building 4, which is currently in the design phase and is expected to be service-ready in middle of calendar year 2027. On March 30, 2026, the Company and CoreWeave amended the lease for Building 2 (the ELN-02 Parent Lease) to suspend the term for two of the four data halls covered by the lease (the ELN-02 Parent Lease Amendment) and the Company entered into a new data center lease with CoreWeave Compute Acquisition Co. VIII, LLC (CoreWeave SPV), a w …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recent Accounting Pronouncements Accounting Pronouncements Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (""ASU 2023-09""). This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and can be applied either prospectively or retrospectively. The Company has adopted this ASU for the fiscal year beginning June 1, 2025, on a prospective basis. The adoption resulted in additional disaggregated tax information. Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (""ASU 2024-03""). This ASU is intended to enhance transparency of income statement disclosures primarily through additional disaggregation of relevant expense captions. In January 2025, the FASB issued ASU No. 2025-01, which revises the effective date of ASU 2024-03, to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, w …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"Related Party Transactions Related Party Revenue Related party revenue consisted of revenue from two customers, Customer E and Customer F, neither of which is currently a customer of the Company. The following table illustrates related party revenue for the fiscal years ended May 31, 2026, 2025, and 2024 (in thousands): May 31, 2026 May 31, 2025 May 31, 2024 Customer E $ $ 1,244 $ 8,005 Customer F $ $ 682 $ 6,756 Customer E is a subsidiary of an entity which, during the first quarter of fiscal year 2025, was deemed to beneficially own over 5% of the Company's outstanding common stock. As of July 25, 2024, the controlling individual of the entity filed a Schedule 13G to report the fact that as of the date thereof, the entity had ceased to be a beneficial owner of more than 5% of such class of securities. Customer F is 60% owned by an individual who, during the first quarter of fiscal year 2025, was deemed to beneficially own over 5% of the Company's outstanding common stock. As of July 25, 2024, the individual filed a Schedule 13G to report the fact that as of the date thereof, the individual had ceased to be a beneficial owner of more than 5% of such class of securities. Base Electron Base Electron Corp., a Nevada corporation, (Base Electron) is an independent power producer owned and managed by a combination of third parties, as well as certain officers and directors of the Company acting in their individual capacities, for the purpose of developing stabilized power generat …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Revenue Below is a summary of the Companys total revenue concentration by major customer for the fiscal years ended May 31, 2026, 2025, and 2024: May 31, 2026 May 31, 2025 May 31, 2024 Customer A 59 % % % Customer B 25 % 59 % 62 % Customer C 12 % 28 % % Customer D % % 12 % Deferred Revenue Changes in the Company's deferred revenue balances for the fiscal years ended May 31, 2026 and May 31, 2025, respectively, are shown in the following table (in thousands): May 31, 2026 May 31, 2025 Balance, beginning of period $ 3,594 $ 39,366 Advance billings 487,454 184,685 Revenue recognized (487,204) (228,371) Other adjustments 822 7,914 Balance, end of period $ 4,666 $ 3,594 Unbilled Receivables Changes in the Company's unbilled receivables balances, which are captured in the consolidated balance sheets in accounts receivable for the fiscal years ended May 31, 2026 and May 31, 2025, respectively, are shown in the following table (in thousands): May 31, 2026 May 31, 2025 Balance, beginning of period $ $ Billings (81,342) Revenue recognized 124,491 Balance, end of period $ 43,149 $ Customer Deposits Changes in the Company's customer deposits balances for the years ended May 31, 2026 and 2025, respectively, are shown in the following table (in thousands): May 31, 2026 May 31, 2025 Balance, beginning of period $ 16,125 $ 15,367 Customer deposits received 627 5,698 Customer deposits refunded (3,373) Customer deposits applied (1,567) Balance, end of period $ 16,752 $ 16,125 …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"Business Segments As discussed above, prior to the May 2026 transaction, the Cloud Services Business was identified as a reportable segment. Following the May 2026 transaction and formation of ChronoScale, the Cloud Services Business is no longer a reportable segment because its activities are not regularly reviewed by the Chief Operating Decision Maker (""CODM""), which is the Companys Chief Executive Officer, for purposes of resource allocation and performance assessment. As such, the results of ChronoScale, inclusive of the Cloud Services Business, which is now part of ChronoScale, are included in Other and are not separately presented as a segment for all periods presented. As of May 31, 2026, the Company's business is made up of two operating segments: the Data Center Hosting Business and the HPC Hosting Business. These segments represent management's view of the business for which separate financial information is available and evaluated regularly by the Company's CODM. The Company's CODM evaluates performance and makes operating decisions primarily based on revenue and segment profit (loss) on a consolidated basis and for each of the Company's reportable segments. Operating results by segment include costs or expenses directly attributable to each segment, which include selling, general, and administrative expenses, loss (gain) on classification of held for sale, loss on abandonment of assets, and loss from legal settlement. The Company derives the segment results fro …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"Warrants A summary of warrant activity for the year ended May 31, 2026 is presented below: Warrants Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Outstanding at June 1, 2025 18,097,718 $ 7.63 8.52 Granted 10,793,611 10.20 8.27 Forfeited Exercised (800,300) 7.83 Outstanding at May 31, 2026 28,091,029 $ 8.61 7.86 AI Warrants The Company issued warrants to purchase up to 3,000,000 shares of Common Stock related to the AI Bridge Loan during the fiscal year ended May 31, 2024 (the AI Warrants). The AI Warrants are exercisable upon payment of the applicable exercise price in cash or through cashless exercise for a period of five years. 1,500,000 AI Warrants have an exercise price of $10.00 per share of Common Stock and 1,500,000 AI Warrants have an exercise price of $7.50 per share of Common Stock. As of May 31, 2026, all of the AI Warrants were outstanding. Macquarie Warrants On November 27, 2024, as partial consideration for the Macquarie Promissory Note, the Company issued warrants to purchase up to 1,035,197 shares of the Companys common stock (the ""Macquarie Warrants"") to Macquarie Equipment Capital, Inc. (""MEC""). The Macquarie Warrants are exercisable from and after the date that is six months following the date of issuance thereof and will have a five and one-half-year term and an exercise price of $9.66 per share, which exercise price must be paid in cash. The Macquarie Warrants survived the termination of the Macquarie Promissory …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

"Subsequent Events Cloud SAFE Payoff During the fiscal year ended May 31, 2025, the Company entered into two Simple Agreements for Future Equity (SAFEs) with an investor for equity in Cloud, which was, at that time, a wholly-owned subsidiary, for aggregate proceeds of $12.0 million. On June 2, 2026, following an agreement reached with the investor, the Company paid off all amounts outstanding under the SAFEs, totaling $13.3 million. Delta Forge 2 Lease On June 5, 2026, the Company entered into an approximately 15-year lease (with three five-year renewal options) with a high investment-grade hyperscaler at its Delta Forge 2 210 MW critical IT load campus located in its southern region, comprising a single building under construction. The lease is for the full 210 MW of critical IT load, representing approximately $5.2 billion of contracted revenue over the base term, with expected delivery in the first half of calendar year 2028. $1.59 billion Senior Secured Notes On June 16, 2026, APLD ComputeCo 3 LLC refinanced the Bridge Facility with the closing of a $1.59 billion offering (the 2031 7.000% Notes Offering) of 7.000% senior secured notes due 2031 (the 2031 7.000% Notes) at an issue price of 100.000% of par. The 2031 7.000% Notes are senior secured obligations of APLD ComputeCo 3 and bear interest at a rate of 7.000% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2026. The principal amount of the 2031 7.000% Note …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies Commitments Energy Contracts As of February 28, 2026, the Company had a minimum commitment of approximately $26.2 million related to the energy services agreement for its Jamestown, North Dakota co-hosting facility payable over, approximately, the next 0.9 years. Construction Contracts The Company routinely engages with construction vendors for the construction of our facilities. These engagements are governed by contracts containing standard terms and conditions, including certain milestones that obligate the Company to pay as work is completed. In the event of termination of any of these contracts by the Company, the Company would be liable for all work that has been completed or in process, plus any applicable fees. The Company generally has the right to cancel these open purchase orders prior to delivery or terminate the contracts without cause. B&W Guarantee The Company is party to a Guarantee (the Guarantee) in favor of The Babcock & Wilcox Company (B&W), pursuant to which it has agreed to unconditionally and irrevocably guarantee the full and timely performance by Base Electron, Inc., a Nevada corporation (Base Electron), of its obligations under a Design-Build Agreement, dated February 26, 2026, by and between Base Electron and B&W (the Design-Build Agreement). The Design-Build Agreement contemplates the engineering, procurement, construction and commissioning of a power generation facility with an expected nameplate capac …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt The Companys outstanding debt consisted of the following components (in thousands): Interest Rate Maturity Date February 28, 2026 May 31, 2025 2030 Senior Secured Notes 9.25% December 2030 $ 2,350,000 $ Convertible Notes, senior unsecured (1) 2.75% June 2030 450,000 450,000 DevCo Facility 8.00% December 2027 87,104 SMBC Loan (2) (2) August 2026 375,000 Starion Ellendale Loan (3) 7.48% February 2028 9,183 12,283 Cornerstone Bank Loan (4) 8.59% March 2029 10,682 12,866 Starion Term Loan (5) 6.50% July 2027 4,711 7,061 Other long-term debt (6) 31,439 12,275 Deferred financing costs, net of amortization (250,444) (181,329) Less: Current portion of debt (98,174) (10,331) Long-term debt, net $ 2,594,501 $ 677,825 (1) The net carrying amount of the Convertible Notes was $275.3 million and $273.3 million and the remaining unamortized deferred financing costs related to the issuance was $174.7 million and $176.7 million, each as of February 28, 2026 and May 31, 2025, respectively. (2) The SMBC Loan was guaranteed by APLD HPC TopCo LLC, a wholly-owned subsidiary of the Company, and was secured by a continuing security interest in all of the membership interests of the borrower, APLD HPC Holdings LLC, including a mortgage on certain properties as defined in the collateral agency, security and depositary agreement. During the quarter ended February 28, 2026, concurrent with the closing of the 2030 Senior Secured Notes offering (see below), the Company repaid in full the aggregate pr …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Stock-Based Compensation Plans 2024 Plan On October 8, 2024, the Companys Board of Directors approved the Applied Digital Corporation 2024 Omnibus Equity Incentive Plan (the 2024 Plan), which the Companys stockholders approved on November 20, 2024. The 2024 Plan provides for grants of various equity awards for eligible employees, officers, non-employee directors and other service providers. Upon stockholder approval of the 2024 Plan, the 2022 Plans (as defined below) were terminated; provided that all awards (as defined in the 2022 Plans) outstanding under the 2022 Incentive Plan and the 2022 Non-Employee Director Stock Plan shall continue in effect in accordance with their terms. On November 5, 2025, at the Annual Stockholders Meeting, the Companys stockholders approved an amendment to the 2024 Plan to increase the number of shares of common stock authorized for issuance thereunder by 15,000,000 shares. 2022 Plans On October 9, 2021, the Companys Board of Directors (the Board) approved two equity incentive plans, which the Companys stockholders approved on January 20, 2022. The two plans consist of the 2022 Incentive Plan, previously referred to in the Companys SEC filings as the 2021 Incentive Plan (the Incentive Plan), which provides for grants of various equity awards to the Companys employees and consultants, and the 2022 Non-Employee Director Stock Plan previously referred to in the Companys SEC filings as the 2021 Non-Employee Director Stock Plan (the Director Plan and …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

"Leases Lessor Accounting On May 28, 2025, APLD ELN-02 LLC and APLD ELN-03 LLC, the Company's subsidiaries, each entered into a data center lease with CoreWeave, Inc. (together, the ""CoreWeave Leases"") to deliver up to an aggregate of 250 MW of infrastructure to host CoreWeaves HPC operations at Polaris Forge 1. The first lease is for the full capacity of Building 2, our 100 MW data center, which was completed and became operational in November 2025. The second lease is for the full capacity of Building 3, a 150 MW data center that is also under construction and is expected to become operational during the calendar year 2026. On August 28, 2025, APLD ELN-02 C LLC, a subsidiary of the Company, entered into a third data center lease with CoreWeave to deliver an additional 150MW at Polaris Forge 1, bringing the total capacity under contract at Polaris Forge 1 to 400 MW. The Company has guaranteed the obligations of APLD ELN-02 C LLC under the data center lease. The third lease is for the full capacity of Building 4, which is currently in the design phase and is expected to be service-ready in middle of calendar year 2027. On October 20, 2025, APLD FAR-01 LLC and APLD FAR-02 LLC, the Companys subsidiaries, entered into a data center lease with a U.S. based investment grade hyperscaler to deliver 200MW of critical IT load to support the hyperscalers AI and HPC infrastructure at Polaris Forge 2, which is currently under construction. The initial 200 MW are phased within two build …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recent Accounting Pronouncements Accounting Pronouncements Adopted In August 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which is intended to provide guidance for the formation of a joint venture, including the initial measurement of assets and liabilities, the formation date, and basis of accounting. This new standard became effective for annual reporting periods beginning on or after January 1, 2025, with early adoption permitted. The Company adopted the ASU with the execution of the Unit Purchase Agreement (as defined and described below). In December 2023, the FASB issued ASU 2023-09, Income Taxes (""Topic 740""): Improvements to Income Tax Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and can be applied either prospectively or retrospectively. The Company has adopted this ASU for the fiscal year beginning June 1, 2025 and will present updated disclosures in its Form 10-K for the fiscal year ended May 31, 2026. Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Related Party Transactions Related Party Revenue Previously, related party revenue consisted of revenue from two customers, Customer E and Customer F. During the three months ended February 28, 2026 and 2025, there was no related party revenue. Similarly, during the nine months ended February 28, 2026, there was no related party revenue. During the nine months ended February 28, 2025, there was approximately $1.2 million of related party revenue from Customer E and approximately $0.7 million of related party revenue from Customer F, neither of which is currently a customer of the Company. Customer E is a subsidiary of an entity which, during the first quarter of fiscal year 2025, was deemed to beneficially own over 5% of the Company's outstanding common stock. As of July 25, 2024, the controlling individual of the entity filed a Schedule 13G to report the fact that as of the date thereof, the entity had ceased to be a beneficial owner of more than 5% of such class of securities. Customer F is 60% owned by an individual who, during the first quarter of fiscal year 2025, was deemed to beneficially own over 5% of the Company's outstanding common stock. As of July 25, 2024, the individual filed a Schedule 13G to report the fact that as of the date thereof, the individual had ceased to be a beneficial owner of more than 5% of such class of securities. Base Electron Base Electron, Inc., a Nevada corporation, (Base Electron) is an independent power producer owned and managed by a co …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Revenue from Contracts with Customers Below is a summary of the Companys revenue concentration by major customers for the three and nine months ended February 28, 2026 and February 28, 2025, respectively. Three Months Ended Nine Months Ended February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025 Customer A 56 % % 52 % % Customer B 30 % 66 % 33 % 54 % Customer C 14 % 34 % 15 % 29 % Customer D % % % 11 % Deferred Revenue Changes in the Company's deferred revenue balances for the nine months ended February 28, 2026 and February 28, 2025, respectively, are shown in the following table (in thousands): Nine Months Ended February 28, 2026 February 28, 2025 Balance, beginning of period $ 3,593 $ 39,366 Advance billings 300,141 136,559 Revenue recognized (295,209) (177,243) Other adjustments 4,025 6,197 Balance, end of period $ 12,550 $ 4,879 Unbilled Revenue Changes in the Company's unbilled revenue balances, which are captured in the unaudited condensed consolidated balance sheets in accounts receivable and other assets for the nine months ended February 28, 2026 and February 28, 2025, respectively, are shown in the following table (in thousands): Nine Months Ended February 28, 2026 February 28, 2025 Balance, beginning of period $ $ Billings 44,727 Revenue recognized (57,352) Balance, end of period $ (12,625) $ Customer Deposits Changes in the Company's customer deposits balances for the nine months ended February 28, 2026 and February 28, 2025, respectively, are sh …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

"Business Segments The Company's business is made up of three operating segments: the Data Center Hosting Business, Cloud Services Business, and the HPC Hosting Business. These segments represent management's view of the business for which separate financial information is available and evaluated regularly by the Chief Operating Decision Maker (""CODM""), which is the Companys Chief Executive Officer. The Company's CODM evaluates performance and makes operating decisions primarily based on revenue and segment profit (loss) on a consolidated basis and for each of the Company's reportable segments. Operating results by segment include costs or expenses directly attributable to each segment, which include selling, general, and administrative expenses, gain on classification of held for sale and loss on abandonment of assets. The Company derives the segment results from its internal management reporting system. The accounting policies the Company uses to derive reportable segment results are the same as those used for external reporting purposes. Segment revenues and segment profit are regularly reviewed by the CODM and compared against historical results, forecast and budget information in order to make decisions about how to allocate capital and other resources to each segment. The Company does not allocate interest (income) expense, net, gain on change in fair value of derivatives, gain on change in fair value of investment, loss on conversion of debt, loss on change in fair v …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"Warrants A summary of warrant activity for the nine months ended February 28, 2026 is presented below: Warrants Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Outstanding at May 31, 2025 18,097,718 $ 7.63 8.52 Granted 10,793,611 10.20 8.52 Forfeited Exercised (800,300) 7.83 Outstanding at February 28, 2026 28,091,029 $ 8.61 8.11 AI Warrants The Company issued warrants to purchase up to 3,000,000 shares of Common Stock related to the AI Bridge Loan during the fiscal year ended May 31, 2024 (the AI Warrants). The AI Warrants are exercisable upon payment of the applicable exercise price in cash or through cashless exercise for a period of five years. 1,500,000 AI Warrants have an exercise price of $10.00 per share of Common Stock and 1,500,000 AI Warrants have an exercise price of $7.50 per share of Common Stock. As of February 28, 2026, all of the AI Warrants were outstanding. Macquarie Warrants On November 27, 2024, as partial consideration for the Macquarie Promissory Note, the Company issued warrants to purchase up to 1,035,197 shares of the Companys common stock. The Macquarie Warrants are exercisable from and after the date that is six months following the date of issuance thereof and will have a five and one-half-year term and an exercise price of $9.66 per share, which exercise price must be paid in cash. The Macquarie Warrants survived the termination of the Macquarie Promissory Note and remain outstanding as of February 28, 2026. S …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events 2031 Senior Secured Notes On March 10, 2026, our subsidiary APLD ComputeCo 2 LLC, closed a $2.15 billion offering (the 2031 Notes Offering) of 6.750% senior secured notes due 2031 (the 2031 Notes) at an issue price of 98.000%. The 2031 Notes were issued and sold in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The 2031 Notes are senior secured obligations of APLD ComputeCo 2 LLC and bear interest at a rate of 6.750% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The principal amount of the 2031 Notes will amortize on a semi-annual basis on March 15 and September 15 of each year, in amounts set forth in the Indenture. The 2031 Notes will mature on March 15, 2031, unless earlier redeemed or repurchased in accordance with their terms. The 2031 Notes are fully and unconditionally guaranteed by the subsidiary guarantors, all of which are wholly owned subsidiaries of APLD ComputeCo 2. The Company provided a customary completion guarantee for the 2031 Notes Offering. The gross proceeds from the 2031 Notes Offering were deposited into a segregated escrow account pending the execution of an electric service agreement with certain providers on the terms and conditions of a related esc …

SubsequentEventsTextBlock · excerpt; the full note is in the filing