Applied Digital Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

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Fellow Stockholders,

Fiscal Year 2026 was an inflection point in our business, marked by several critical and defining milestone achievements for our Company. We reached our first “ready for service” delivery date and we did so, on time and on budget. We accomplished a five-fold increase in total contracted revenue. Our rapid growth was driven by signing financially durable long-term leases for four new campuses and expanding our original campus, bringing our total contracted capacity to 1.41GW of critical IT load, and our total contracted revenue to approximately $36 billion before lease renewals and further expansions. We are now developing Artificial Intelligence (AI) factories on five campuses in two distinct geographic regions of the country with significant opportunity for expansion on each of the campuses. We believe our growth speaks to the market acceptance of our proprietary data center design, our ability to deliver scalable AI factories on our lease timelines, and our credible reputation within the financial community for securing construction financing. We feel most proudly that this year reflects our emergence as a leader in the AI infrastructure space.

Much of the growth in contracted revenue this year came from investment grade hyperscaler customers. In addition to expanding our Polaris Forge 1 campus in Ellendale, North Dakota, with CoreWeave taking an additional 150 MW, we also signed a lease with an investment grade hyperscaler at our Polaris Forge 2 campus in Harwood, North Dakota, for 200 MW of critical IT load, and further signed leases with a high investment grade hyperscaler across two separate regions of the country for a combined 810 MW of critical IT load.

During the fiscal year, we completed over $5 billion in senior secured financings, consisting of fixed-rate notes offerings, bridge facilities and an up to $550 million revolving credit facility, all in support of our projects. Our success in these financings of multiple billion-dollar campuses at once reflects on the quality of our team and the financial market’s confidence in our ability to execute and deliver on our customers’ mandate to build technologically complex data-center designs in the AI factory infrastructure space.

This past fiscal year we also completed the previously announced separation of our cloud business through a contribution and exchange transaction, resulting in the creation of ChronoScale Holdings Corporation (Nasdaq: CHRN), a platform which provides accelerated-compute hardware and software for GPU-optimized AI workloads. While we presently retain approximately 96% equity ownership of ChronoScale, the separation reflects our commitment to focus on our core business of building AI factories.

Going forward, we aim to achieve $2 billion in annual Net Operating Income (NOI) within the coming years. With a multi-gigawatt pipeline, finely tuned franchise model, strong hyperscaler relationships, key supply chain partnerships, and supported by leading industry capital providers and financial institutions, we believe we are well-positioned to meet this goal.

We remain deeply committed to sustainability and to creating opportunities in our communities. Our campuses now employ thousands of staff and contractors while fostering local partnerships and workforce development. Our innovative AI factory design is environmentally friendly, featuring closed-loop, waterless, direct-to-chip cooling systems, and achieving an annual projected Power Usage Effectiveness (PUE) of 1.18 with best-in-class water consumption.

Looking forward, we see the market opportunity to build on our leadership position in AI infrastructure with the goal of becoming a category leader in the design, build, delivery and operation of purpose-built AI factories. With an experienced team, a robust pipeline of land and energy, and a well-honed franchise model, we believe Applied Digital is uniquely positioned to deliver solutions to the AI economy and is set to continue to contribute to America’s global leadership position in AI infrastructure.

On behalf of our Board of Directors and employees, thank you for your continued trust and support. Together, we are building the backbone of AI, seeking to drive long-term value for our stockholders, customers, and communities.

Sincerely,

Wes Cummins

Chairman of the Board and CEO

3811 Turtle Creek Blvd., Suite 2100

Dallas, Texas 75219

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on November 4, 2026

To the Stockholders of Applied Digital Corporation:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Applied Digital Corporation, a Nevada corporation (the “Company”) to be held on November 4, 2026, at 12:00 p.m., Eastern Time. The Annual Meeting will be held virtually via the Internet at www.virtualshareholdermeeting.com/APLD2026. You will not be able to attend the Annual Meeting at a physical location. At the Annual Meeting, stockholders will act on the following matters:

Only holders of our common stock, par value $0.001 per share, of record at the close of business on September 8, 2026, are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof.

We are pleased to take advantage of the Securities and Exchange Commission (“SEC”) rule that allows companies to furnish proxy materials to their stockholders over the Internet. As a result, on or about September 25, 2026, we are mailing to our stockholders, other than those who previously requested electronic or paper delivery of proxy materials, a Notice of Internet Availability of Proxy Materials (the “Notice”). The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement, our Annual Report on Form 10-K for the fiscal year ended May 31, 2026, and a form of proxy card or voting instruction card.It is very important that your shares are represented and voted at the Annual Meeting. As explained in further detail in the Notice, your shares may be voted via a toll-free telephone number, on the Internet, or by signing, dating and returning the enclosed proxy card in the envelope provided. Your proxy card will not be used if you are present at the Annual Meeting and prefer to vote in person, or if you revoke your proxy.

By Order of the Board of Directors

/s/ Wes Cummins

Wes Cummins

Chief Executive Officer and Chairman of the Board of Directors

September 25, 2026

Dallas, TX

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 4, 2026

The Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders, proxy card, and the Annual Report on Form 10-K for the fiscal year ended May 31, 2026 are available free of charge on our website at www.applieddigital.com, at www.proxyvote.com, and at the SEC’s website at www.sec.gov.

If you have any questions or require any assistance in voting your shares, please call:

Alliance Advisors LLC

150 Clove Rd., Suite 400

Little Falls, NJ 07424

844-885-0176

PROXY STATEMENT

TABLE OF CONTENTS

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PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS