Applied Digital Corp.

Our NEOs’ compensation program for Fiscal Year 2026 generally consists of the following principal elements:

Base Salary

The Committee annually reviews base salaries, which are individually determined, taking into consideration the factors noted above. Following its review on September 4, 2025, the Committee approved an increase in the base salary for each of Mr. Cummins and Mr. Mohmand. Following its review on January 12, 2026, the Committee approved an increase in Mr. Zhang’s base salary. The increases in each NEO’s base salary are as follows:

*The increases in Messrs. Cummins’ and Mohmand’s base salaries were effective retroactively as of June 1, 2025.

The Committee approved the salary increases for Mr. Cummins, Mr. Mohmand, and Mr. Zhang in recognition of their excellent performance, the continued expansion of their respective responsibilities and leadership roles at the Company, and the Committee’s desire to continue to offer market-competitive salaries while taking these factors into consideration. In the case of Mr. Zhang, his increase in base salary also reflected his promotion to President and Co-Founder of the Company in January 2026.

The actual base salaries paid to our NEOs in Fiscal Year 2026 reflect proration for the portions of the year that each base salary level was in effect and are set forth in the “Summary Compensation Table.”

Annual Cash Incentives

Our annual incentive programs are cash-based and intended to incentivize our executives to achieve Company and individual performance goals each year that will contribute to the execution of our business strategy, and ultimately the increase in value delivered to our stockholders. In determining annual incentive pay outcomes at the end of each year, our Committee has historically used its discretion to assess Company and individual performance. Unlike a strictly formulaic program, this approach has allowed for broad consideration of qualitative and quantitative Company and individual performance in the context of our operating environment for the year. This holistic approach ensured performance-based decision-making while providing the Committee with the flexibility required during an evolutionary, dynamic and rapidly shifting stage of growth for the Company. As noted above, informed by stockholder feedback and consistent with the maturation of our business, beginning in Fiscal Year 2027, the Company is moving to a metric-based annual incentive structure tied to annual Adjusted Cash AEBITDA targets.

Mr. Cummins, Mr. Zhang, Mr. Mohmand and Ms. Laltrello are each eligible to receive an annual bonus with a target amount based on a percentage of their annual base salary, as set forth in the table below.

Factors considered each year relate to our strategic priorities, operational objectives, and financial performance, all of which ultimately impact our ability to successfully deliver long-term stockholder value creation. In determining the annual bonus amounts for our NEOs for Fiscal Year 2026, the Committee discussed the Company’s overall strong performance and accomplishments during Fiscal Year 2026 outlined above and summarized below, and how each of the NEOs were instrumental in that success and the delivery of strong stockholder returns.

Strategic and Operational Accomplishments

Financial Accomplishments

In addition, key individual accomplishments that the Committee considered when evaluating each NEO are summarized in the table below.

Accordingly, the Committee approved the actual performance-based cash bonus award payments in June 2026 as set forth in the table below.

Long-Term Equity Incentives

Long-term incentive compensation represents the largest component of our executive compensation program. The underlying principle of our compensation philosophy is to primarily use PSU awards to incentivize our NEOs, with a mix of PSUs to RSUs of approximately three-to-one (consistent with our past practice), which the Committee considers to best align pay outcomes with stockholder value creation. Long-term equity incentive awards are prospective in nature and intend to both tie a substantial portion of each executive’s pay directly to the long-term value created for stockholders and create longer term retention. The Board does not apply a fixed formula to determine annual equity award levels or vehicles and instead exercises judgment in establishing award opportunities that it believes appropriately incentivize and reward executives’ performance against our long-term strategic plan. Equity incentives also promote retention as executives must remain employed over multi-year vesting and performance periods in order to receive value from these awards.

In determining the target value of the opportunity awarded to each executive, the Committee considers a variety of factors, including the scope and responsibilities of each NEO’s role, the importance of each NEO to the execution of our strategic objectives, the retention value of outstanding equity awards, share usage and dilution considerations, and relevant market data from our peer group. In light of the new hire equity awards provided to Ms. Laltrello upon her commencement of employment in January 2025, she did not receive equity awards in Fiscal Year 2026. Awards granted to our other executives included both RSUs and PSUs, as detailed below.

Multi-Year Equity Awards Granted in Fiscal Year 2026 to Messrs. Cummins, Zhang, and Mohmand

The Company’s executive compensation program is designed to include long-term compensation elements, which are intended to align executive interests with those of stockholders and to support the execution of the Company’s business goals and strategies over time. Within that framework, the Committee followed a deliberative design process spanning approximately four months and twelve meetings, conducted in consultation with the Board and an outside independent compensation consultant, during which the Committee assessed whether existing unvested equity holdings and the continued use of more typical annual grants would provide sufficient incentive and retention power relative to the ambition of our strategic plan and the criticality of our executives to that plan’s execution, among other things. In the Committee’s view, Messrs. Cummins, Zhang and Mohmand had insufficient unvested equity incentives to effectively retain them relative to market norms and align their incentives with the creation of sustained, long-term stockholder value. With Messrs. Cummins and Mohmand in particular, the Committee was mindful that they may be fully vested in their outstanding equity awards as of the fall of 2027. Following this extensive process (as described in detail below), the Board granted multi-year PSUs and RSUs to Messrs. Cummins, Zhang, and Mohmand in Fiscal Year 2026. These awards are intended to be their sole RSUs for the five-year period following their applicable dates of grant, and their sole PSUs for the five-year period following their applicable dates of grant, or five years and approximately one month in the case of Mr. Mohmand. To further enhance long-term alignment, the PSUs also include a two-year post-vesting holding requirement before they can be sold or otherwise transferred.

The talent pool for executive leadership in the AI infrastructure space is particularly scarce, with strong demand for rarefied talent coming from the entire AI ecosystem, and the continued strong execution of these executives is fundamental to our long-term success and delivery of further value creation to our stockholders. The multi-year equity awards are designed to balance the Committee’s objectives of incentivizing and rewarding extraordinary execution, if achieved, against our strategic plans, motivating sustained, holistic performance and retaining the leaders whose contributions are most critical to our long-term success.

The RSUs are intended to reward sustained performance, align long-term pay outcomes with stockholder value creation and reinforce retention through time-based vesting over a multi-year period. Accordingly, the Committee sized the RSU component of the multi-year equity awards to provide a market-competitive equity opportunity that approximates the median equity award opportunity within our peer group when annualized over a five-year period, despite the fact that our performance sits at the top end of that peer group. The PSU component is tied to achievement of distinct but synergistic and interdependent performance metrics for each recipient aligned with their leadership responsibilities to provide an upside opportunity in the event of extraordinary performance relative to our long-term strategic plan, aligning the recipients’ long-term incentives with stockholder value creation over the five-year performance period, or five years and approximately one month in the case of Mr. Mohmand.

Specifically, given Mr. Cummins’ ultimate responsibility for the Company’s strategic, operational and financial execution, which drives our share price performance, which in turn is influenced by our net operating income and achievement of the hurdles applicable to Messrs. Zhang and Mohmand, vesting of Mr. Cummins’ PSUs is based on achievement of ambitious, progressively challenging stock price hurdles over the performance period. Consistent with Mr. Zhang’s criticality to executing against our long-term growth trajectory and AI-infrastructure expansion plans, vesting of his PSUs is based on achievement of hurdles tied to entering into leases with hyperscalers and data centers achieving their RFS dates. Vesting of Mr. Mohmand’s PSUs is based on our achievement of net operating income goals, which is influenced by achievement of the hurdles applicable to Mr. Zhang.

The grant date values of the RSUs granted to Mr. Cummins, Mr. Zhang and Mr. Saidal were approximately $45,390,000, $17,474,000 and $8,737,500, respectively, or $9,078,000, $3,495,000 and $1,747,000 per year when annualized over the five-year vesting period. While the value delivered by the PSUs is entirely subject to each executive’s performance through 2031, at the maximum potential performance achievement of Mr. Cummins’ PSUs, he would realize $450 million in equity award value against approximately $21 billion in additional market capitalization created from the grant date price to the $100 stock price hurdle (assuming 300 million common shares outstanding). This reflects a 2.15% sharing ratio and is below the 25 th percentile of the sharing ratios of the multi-year awards benchmarked by the Compensation Committee during the design process.

The Committee’s Process

Prior to granting the multi-year awards to Messrs. Cummins, Zhang and Mohmand, the Committee and the Board deliberated for approximately four months over the course of 12 meetings that included:

Throughout its deliberations, the Committee was advised by an independent compensation consultant. In addition, an analysis prepared for the Company’s Board of Directors by Lucid Capital Markets (“Lucid”) which contained a stock pricing analysis served as a reference point for the Committee in setting the hurdle amounts for Mr. Cummins’ multi-year award.

The nature of our business cycle was also a key consideration, as the path to reaching stabilized revenue for a project is typically four to five years, far longer than an annual or even a typical multi-year performance period can capture. This work led us to conclude that utilizing a five-year performance and vesting horizon was in stockholders’ best interests, as it would effectively incentivize executives’ success in achieving revenue stabilization and outsized stockholder returns, and retain them over this critical time-period. Accordingly, upon the recommendation of the Committee, the Board approved the grant of the multi-year awards. Specifically, on January 6, 2026, the independent members of the Board unanimously approved the grant to Mr. Cummins of 4,500,000 PSUs and 1,500,000 RSUs. In addition, on February 6, 2026, the independent members of the Board unanimously approved (i) the grant to Mr. Zhang of 1,500,000 PSUs and 500,000 RSUs and (ii) the grant to Mr. Mohmand of 750,000 PSUs and 250,000 RSUs. The multi-year awards granted to Messrs. Zhang and Mohmand occurred subsequent to Mr. Cummins’ awards to provide the Committee with additional time to customize the goals for each of them, as detailed under the section titled “Formidable Performance Hurdles” below.

Our Strategic Ambitions and Stockholder Alignment Objectives

The Committee’s performance incentivization objectives were informed by the transformative period of growth and opportunity for the Company, which the Company expects to continue for the next five years. Accordingly, the Committee determined that the PSU awards furthered stockholders’ interests by incentivizing and rewarding Messrs. Cummins, Zhang and Mohmand if, and only to the extent, they successfully capitalize on these opportunities and drive performance that translates into meaningful stockholder value creation. As further detailed below, each executive’s performance goals were individually customized to align with their primary areas of responsibility and expertise.

Our Retention Objectives

Messrs. Cummins, Zhang and Mohmand are the key leaders responsible for the execution of our long-term strategy, making their continued service critical to capturing the opportunities identified in our strategic plan. The performance and vesting period of the awards was designed to encourage their continued leadership through the successful execution of our strategic transformation. As such, the value, if any, that each recipient will realize from the PSUs will require Messrs. Cummins, Zhang, and Mohmand to meaningfully and measurably strengthen the Company’s performance, thereby driving stockholder value creation, and any shares earned must be retained for two years post-vesting. In addition, the RSUs vest over a five-year period following the applicable date of grant, with twenty percent vesting on the one-year anniversary of the applicable date of grant, and the balance vesting in equal installments every six months over the remaining portion of the five-year period thereafter, in each case, subject to continued full-time employment with the Company in a role approved by the Board through the applicable vesting date (other than in connection with certain terminations of employment). Accordingly, to realize the maximum value of the RSUs granted, the recipients must remain employed with the Company as described above.

Formidable and Synergistic Performance Hurdles

The Committee and the Board considered various performance criteria and goals when determining the terms of the multi-year PSUs. The Committee and the Board determined that performance criteria and goals that were both individually tailored and interdependent and synergistic to each of Messrs. Cummins, Zhang, and Mohmand would best incentivize value creation for the Company’s stockholders.

Cummins 2026 PSUs

Mr. Cummins’ PSUs granted on January 6, 2026 (the “Cummins 2026 PSUs”) can be earned only if, during the five-year period following grant, (i) the average closing price of the Company’s common stock over any rolling 90 consecutive calendar day period is equal to or exceeds stock price hurdles of $50, $75, and $100, and (ii) Mr. Cummins remains in continued full-time employment with the Company in a role approved by the Board through the applicable vesting date, except as otherwise set forth below and in the applicable award agreement. One-third of the 4,500,000 shares under the Cummins 2026 PSUs will be earned for each stock price hurdle attained during the five-year period, with no interpolation between the price hurdles, except as otherwise set forth below in connection with a change in control. If the average stock price does not equal or exceed $50 during the five-year period, the Cummins 2026 PSUs will be forfeited in full and cancelled on the fifth anniversary of the date of grant.

The stock price hurdles were developed following a period of rapid stock price appreciation for the Company, with the stock price appreciating approximately 173% during the six-month period preceding Mr. Cummin’s January 2026 grant date. Notwithstanding this elevated starting point, the hurdles of $50, $75, and $100 were set significantly higher than the $30.26 closing price of the Company’s common stock on the date of grant, consistent with the Committee’s outperformance objectives in order for the performance goals to be achieved. These stock price hurdles reflect levels of 165%, 248%, and 330% of the grant date price and, which over the five-year performance period are ambitious relative to the hurdles used by the multi-year wards benchmarked and were guided by the financial modeling and scenario analysis previously prepared by Lucid, which served as a reference point for the Committee.

If, prior to the five-year anniversary of the date of grant, Mr. Cummins’ continued full-time employment with the Company in a role approved by the Board is terminated (i) by the Company without Cause, (ii) by Mr. Cummins for Good Reason, (iii) due to Mr. Cummins’ death, (iv) due to Mr. Cummins’ Disability, or (v) due to the Company’s non-renewal of the then-applicable Term, then subject to Mr. Cummins’ timely delivery and non-revocation of an executed Release and Mr. Cummins’ continued compliance with the terms and conditions of the Cummins Employment Agreement and the Release, any then unvested Cummins 2026 PSUs shall initially remain outstanding, and, if any stock price hurdle is achieved on or prior to the earlier of (i) the twelve month anniversary of Mr. Cummins’ date of termination, or (ii) the five-year anniversary of the date the Cummins 2026 PSUs were granted, the Cummins 2026 PSUs that are eligible to vest based on achievement of such stock price hurdle will vest. The defined terms set forth in this section to the extent not otherwise defined are defined in the Cummins Employment Agreement (as defined below).

In the event of a change in control prior to the five-year anniversary of the date of grant, the Cummins 2026 PSUs will vest if the per-share price ascribed to the common stock in the change in control (the “CIC Price”) equals or exceeds the applicable hurdle. In the event the CIC Price is between two stock price hurdles, the number of Cummins 2026 PSUs that vest will be based on linear interpolation between the relevant stock price hurdles. Any Cummins 2026 PSUs that do not vest will be forfeited upon consummation of the change in control.

Zhang 2026 PSUs

Mr. Zhang’s PSUs granted on February 6, 2026 (the “Zhang 2026 PSUs”) are eligible to vest in four equal tranches of 375,000, based on milestones tied to the Company (or any subsidiary or affiliate of the Company) entering into binding contracts, licenses, leases, or service agreements with hyperscalers that provide for a minimum term of no less than fifteen (15) base years (excluding renewals and options) (collectively, “PSU-Eligible Contracts” and, such performance hurdles, the “Signing-Based Hurdles”), as well as the aggregate capacity of data centers subject to PSU-Eligible Contracts achieving their RFS dates (each, a “Ready for Service-Based Hurdle”), as set forth in the tables below. Except as otherwise set forth below in connection with a change in control, the Zhang 2026 PSUs will only be earned and vest if the relevant hurdles outlined below are achieved on or before the five-year anniversary of the date of grant, subject to Mr. Zhang’s continued full-time employment with the Company in a role approved by the Board on the applicable vesting date.

As of the date of grant of the Zhang 2026 PSUs, the Company had entered into PSU-Eligible Contracts with respect to 700 MW of power, of which 300 MW were pursuant to PSU-Eligible Contracts with investment grade hyperscalers. Accordingly, the Signing-Based Hurdles require a 100% increase in the number of PSU-Eligible Contracts with respect to the First Hurdle and an approximately 228.5% increase in the number of PSU-Eligible Contracts with respect to the Second Hurdle. In addition, as of the date of grant of the Zhang 2026 PSUs, no portion of the aggregate capacity of data centers subject to PSU-Eligible Contracts with respect to investment-grade hyperscalers had achieved their ready-for-service dates (and, as a result, 100% of the Third Hurdle is required to be achieved after the date of grant of the Zhang 2026 PSUs), and 100 MW of power pursuant to PSU-Eligible Contracts with non-investment grade hyperscalers had achieved their ready-for-service date as of the date of grant of the Zhang 2026 PSUs, and, as a result, the Fourth Hurdle requires an approximately 1,500% increase in the number of hyperscalers to achieve their RFS date.

If, prior to the five-year anniversary of the date of grant, Mr. Zhang’s continued full-time employment with the Company in a role approved by the Board is terminated (i) by the Company without Cause, (ii) by Mr. Zhang for Good Reason, (iii) due to Mr. Zhang’s death, (iv) due to Mr. Zhang’s Disability, or (v) due to the Company’s non-renewal of the then-applicable Term, then subject to Mr. Zhang’s timely delivery and non-revocation of an executed Release and Mr. Zhang’s continued compliance with the terms and conditions of the Zhang Employment Agreement and the Release, any then unvested Zhang 2026 PSUs shall initially remain outstanding, and, if any hurdle is achieved on or prior to the earlier of (i) the twelve month anniversary of Mr. Zhang’s date of termination, or (ii) the five-year anniversary of the date the Zhang 2026 PSUs were granted, the Zhang 2026 PSUs that are eligible to vest based on achievement of such hurdle will vest. The defined terms set forth in this section to the extent not otherwise defined are defined in the Zhang Employment Agreement (as defined below).

In the event of a change in control prior to the five-year anniversary of the date of grant, if the Company (or any subsidiary or affiliate) has entered into PSU-Eligible Contracts for no less than 60% of either of the Signing-Based Hurdles (provided that, for purposes of the First Hurdle, only PSU-Eligible Contracts with investment grade hyperscalers will be taken into account), then, with respect to the unvested Zhang 2026 PSUs, (i) the Third Hurdle will be deemed to have been achieved as of the date of the consummation of the change in control to the same extent as the First Hurdle has been achieved as of such date, (ii) the Fourth Hurdle shall be deemed to have been achieved as of the date of the consummation of the change in control to the same extent as the Second Hurdle has been achieved as of such date (each of (i) and (ii), the “Deemed Achievement”), and (iii) with respect to each Hurdle for which there has been no less than 60% achievement, a ratable number of Zhang 2026 PSUs shall vest, in an amount equal to the product of (A) the percentage (not to exceed 100%) of the applicable Hurdle achieved upon consummation of the change in control (after giving effect to the Deemed Achievement), and (B) the number of Zhang 2026 PSUs that vest upon achievement of 100% of the applicable Hurdle. Any Zhang 2026 PSUs that do not vest will be forfeited upon consummation of the change in control.

Mohmand 2026 PSUs

Mr. Mohmand’s PSUs granted on February 6, 2026 (the “Mohmand 2026 PSUs”) are eligible to vest in two equal tranches, based on the achievement of net operating income (“NOI”) targets, measured on a trailing twelve-month basis, as set forth in the table below. Except as otherwise set forth below in connection with a change in control, the Mohmand 2026 PSUs will only vest if the NOI from the Company’s HPC data center hosting business segment equals or exceeds the applicable NOI target on or before February 28, 2031, subject to Mr. Mohmand’s continued full-time employment with the Company in a role approved by the Board on the applicable vesting date.

If Mr. Mohmand’s continued full-time employment with the Company in a role approved by the Board is terminated (i) by the Company without Cause (as defined in Mr. Mohmand’s Offer Letter), (ii) by Mr. Mohmand for Good Reason (as defined in the award agreement evidencing the Mohmand 2026 PSUs), (iii) due to Mr. Mohmand’s death, or (iv) due to Mr. Mohmand’s Disability (as defined in the award agreement evidencing the Mohmand 2026 PSUs), then subject to Mr. Mohmand’s timely delivery and non-revocation of an executed release of claims and Mr. Mohmand’s continued compliance with the terms and conditions of his Offer Letter, Covenants Agreement and the release of claims, any of the then unvested Mohmand 2026 PSUs shall initially remain outstanding, and, if any NOI target is achieved on or prior to the earlier of (i) the twelve month anniversary of Mr. Mohmand’s date of termination, or (ii) February 28, 2031, the Mohmand 2026 PSUs that are eligible to vest based on achievement of such NOI target will vest.

In the event of a change in control prior to February 28, 2031, net operating income will be calculated based on Contracted NOI, which means, in general, the NOI projected to be earned by the Company on a consolidated basis over the 12 full calendar month period starting with the 13th and ending with the 24th full calendar month after consummation of a change in control, calculated based on the Company’s consolidated financial performance, from the critical IT load contracted for pursuant to all contracts, licenses, leases, or service agreements entered into by the Company (or any subsidiary or affiliate thereof) in effect as of the consummation of such change in control. With respect to any NOI Target which has been no less than 60% achieved, based on Contracted NOI, a ratable number of Mohmand 2026 PSUs shall vest in an amount equal to (A) the percentage of the applicable NOI Target deemed achieved upon consummation of the change in control (not to exceed 100%) multiplied by (B) the number of Mohmand 2026 PSUs that vest upon 100% achievement of such NOI Target.

Two-Year Holding Period Furthers Retention Objectives

Following satisfaction of the applicable performance criteria, shares issued pursuant to the multi-year PSUs may not be sold or otherwise transferred by Messrs. Cummins, Zhang, and Mohmand, as applicable, for two years from the date of issuance (other than shares withheld by the Company to satisfy tax withholding obligations or certain transfers for estate-planning purposes). The Committee and the Board believe that such transfer restrictions further align Messrs. Cummins’, Zhang’s, and Mohmand’s long-term total compensation to the Company’s continued growth, retention, and achievement of its strategic objectives, thereby further driving stockholder value creation.

Other Fiscal Year 2026 RSUs Awarded to Jason Zhang

In August 2025, the Company granted Mr. Zhang an award of 750,000 RSUs, of which one-third vested on March 12, 2026 and one-sixth vested on September 12, 2026, and the remainder vest in equal semi-annual installments every six months thereafter through March 12, 2028, subject to Mr. Zhang’s continued service through each applicable vesting date. The award was intended to incentivize Mr. Zhang to remain with the Company and to reward his strong performance since re-joining the Company.

In addition, in November 2025, the Company granted Mr. Zhang an award of 170,000 RSUs, which were vested immediately upon grant*.*These RSUs were in consideration of Mr. Zhang’s strong performance with the Company, including his instrumental role in the Company signing a lease with an investment-grade hyperscaler for the Company’s Harwood, North Dakota datacenter campus, and the need to continue to incentivize Mr. Zhang to engage with hyperscalers for the Company’s existing and future projects.

Previously Granted PSUs Earned as of the Date of this Proxy Statement

In Fiscal Year 2025, the Committee granted PSUs with three-year performance periods and performance-based vesting requirements tied to financial and operational objectives designed to support the long-term growth of the business. All PSU awards that the Committee has granted will vest and settle when all of the vesting conditions in the PSU award agreements are satisfied, as determined by the Committee. As of the date of this Proxy Statement, the following table outlines the performance achievements and resulting PSUs earned by each executive. All of the performance goals outlined in the below table must be achieved, as determined by the Committee, on or before December 31, 2027; otherwise, the PSUs will be forfeited.

(1) Such PSUs vested when the Committee determined that the following performance metrics were achieved: (i) entry into a lease with a hyperscaler for a 100MW data center building at the Ellendale, North Dakota campus (“Building 2”), (ii) consummation of a real estate project financing term loan, or other financing satisfactory to the Committee, fully financing Building 2 construction, (iii) entry into a lease with a hyperscaler for a second 100MW data center building at the Ellendale campus (“Building 3”), and (iv) receipt of sustainable revenue for Building 2 for two consecutive fiscal quarters implying Company positive NOI.

(2) Such PSUs vest when the Committee determines that all of the following performance metrics have been achieved: (i) entry into a lease with a hyperscaler for Building 2, (ii) consummation of a real estate project financing term loan, or other financing satisfactory to the Committee, fully financing Building 2 construction, (iii) entry into a lease with a hyperscaler for Building 3, and (iv) receipt of sustainable revenue for Building 3 for two consecutive fiscal quarters implying Company positive NOI. As of the date of this Proxy Statement, all of such vesting metrics have been achieved except for the receipt of sustainable revenue for Building 3 for two consecutive fiscal quarters implying Company positive NOI.

(3) Such PSUs vested when the Committee determined that the following performance metrics were achieved: (i) entry into a lease with a hyperscaler for Building 2, (ii) consummation of a real estate project financing term loan, or other financing satisfactory to the Committee, fully financing Building 2 construction, (iii) entry into a lease with a hyperscaler for a second 150MW data center building at Ellendale (“Building 4”), and (iv) receipt of sustainable revenue for Building 2 for two consecutive fiscal quarters implying Company positive NOI.

(4) Such PSUs vest when the Committee determines that all of the following performance metrics have been achieved: (i) entry into a lease with a hyperscaler for Building 2, (ii) consummation of a real estate project financing term loan, or other financing satisfactory to the Committee, fully financing Building 2 construction, (iii) entry into a lease with a hyperscaler for Building 4, and (iv) receipt of sustainable revenue for Building 4 for two consecutive fiscal quarters implying Company positive NOI. As of the date of this Proxy Statement, all of such vesting metrics have been achieved except for the receipt of sustainable revenue for Building 4 for two consecutive fiscal quarters implying Company positive NOI.

(5) While the PSUs did not vest during Fiscal Year 2026, such PSUs have since vested because the Committee determined that all of the applicable performance metrics have been achieved. Those metrics are as follows: (i) either (A) site-level NOI exceeding $20MM for two consecutive quarters on Building 2, or (B) entry into a hyperscaler lease for a minimum 200MW data center on a campus separate from Ellendale, (ii) Building 4 achieving its RFS date, and (iii) for Ms. Laltrello only, operational expenditure (OPEX) not exceeding an average cost of $34.50/KWM through the 12-month anniversary of the award date, measured by maintenance staffing, telemetry/training/analytics, fuel, battery replacements, security, insurance, and taxes.