Applied Digital Corp.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board, upon recommendation of our Nominating and Corporate Governance Committee, has nominated Wes Cummins, Ella Benson, Chuck Hastings, Rachel Lee, Douglas Miller and Richard Nottenburg for election as directors of the Board.

Our Third Amended and Restated Bylaws (“Bylaws”) permit the Board to set the size of the Board, having at least one (1) or more members. Our Board currently consists of six (6) directors, each of whom is being nominated for reelection at the Annual Meeting.

Each of our current directors serves until the next annual meeting of our stockholders or the earlier death, resignation or removal of such director. Despite the expiration of a director’s term, however, the director shall continue to serve until such director’s successor is elected and qualified or until there is a decrease in the number of directors.

Our Bylaws provide that directors are generally elected by a majority of the votes cast. However, in any contested election in which the number of director nominees exceeds the number of open seats as a result of stockholder nominations made in compliance with the Bylaws, directors are elected by a plurality of the votes cast, meaning that the nominees receiving the highest number of votes are elected, regardless of whether they receive a majority of the votes cast.

As discussed below, we believe that each of our director nominees possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to our success. Our director nominees were nominated because each is of high ethical character, is highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with our image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Each director nominee’s principal occupation and other pertinent information about such director’s particular experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director, appears on the following pages. There are no family relationships between any of our directors or executive officers.

Nominees for Election Until the Next Annual Meeting

The following table sets forth the name, age, position and tenure of each of the nominees at the Annual Meeting:

Wes Cummins

Mr. Cummins has served as a member of our Board from 2007 until 2020 and from March 11, 2021 through the present. During that time, Mr. Cummins also served in various executive officer positions and he is currently serving as our chairman of the Board and Chief Executive Officer. Mr. Cummins is also the founder and CEO of 272 Capital LP (“272 Capital”). Since December 2025, Mr. Cummins has served as the Chief Executive Officer and Chairman of the board of directors of Base Electron Corporation, an independent power producer formed to develop and operate dedicated power generation infrastructure for high-density AI data center campuses (“Base Electron”). Prior to founding 272 Capital in 2020, Mr. Cummins served as president of B. Riley & Co. from 2002 to 2011. Mr. Cummins also serves as Chairman of the Board of ChronoScale Holdings Corporation (NASDAQ: CHRN), a cloud computing company owned primarily by the Company (“ChronoScale”). Mr. Cummins further serves as a member of the board of Sequans Communications S.A. (NYSE: SQNS), a fabless designer, developer and supplier of cellular semiconductor solutions for massive, broadband and critical Internet of Things (IoT) markets. Mr. Cummins also served on the board of Vishay Precision Group, Inc. (NYSE: VPG) from July 2017 to June 2024. He holds a BSBA from Washington University in St. Louis where he majored in finance and accounting. We believe Mr. Cummins is qualified to serve on our Board because of his business and leadership experience, and as a result of having served as a director of the Company since we started our operating business.

Ella Benson

Ms. Benson has served as a member of the Board since May 2024 and is also the Chairperson of the Nominating and Corporate Governance Committee and the Base Electron Related Party Transactions Committee. Ms. Benson brings over a decade of experience in financial services and serves on the board of directors at Oasis Management Co., Ltd. (“Oasis”). She has substantial experience working with public companies undergoing strategic transitions. Ms. Benson also serves on the board of directors of ChronoScale Corporation and as a member of its Audit Committee and Chairperson of its Nominating and Corporate Governance Committee. Ms. Benson served on the board of directors of Stratus Properties (NASDAQ: STRS) from 2017 to 2020. Prior to joining Oasis in 2013, Ms. Benson was an analyst at GAM, an independent asset management firm, from 2009 to 2013. Ms. Benson holds a Bachelor of Business Administration in Finance from the McCombs School of Business at the University of Texas at Austin. We believe Ms. Benson is qualified to serve on our Board because of her substantial experience working with public companies undergoing strategic transitions.

Chuck Hastings

Mr. Hastings has served as a member of the Board since April 2021 and is also the Chairperson of the ChronoScale Related Party Transactions Committee. Mr. Hastings served as CEO of B. Riley Wealth Management (“B. Riley”) from August 2020 to July 2023 and as Chairman of B. Riley from July 2023 to March 2025. Mr. Hastings joined B. Riley Financial in 2013 as a portfolio manager and became Director of Strategic Initiatives at B. Riley in 2018 and President in 2019. Prior to joining B. Riley, Mr. Hastings served as Portfolio Manager at Tri Cap LLC and was Head Trader at GPS Partners, a Los Angeles-based hedge fund, where he managed all aspects of trading and process including price and liquidity discovery and trade execution from 2005 to 2009. Earlier in his career, Mr. Hastings served as a convertible bond trader at Morgan Stanley in New York. Mr. Hastings also serves as a member of the board of directors at IQvestment Holdings. Mr. Hastings holds a B.A. in political science from Princeton University. We believe Mr. Hastings is qualified to serve on our Board because he is a recognized leader in the financial industry with more than two decades of global financial and business expertise.

Rachel Lee

Ms. Lee has served as a member of the Board since February 2024 and is also a member of the ChronoScale Related Party Transactions Committee. Ms. Lee currently serves on the Boards of Directors of Bank of Hope (NASDAQ: HOPE) and Xponential Fitness (NYSE: XPOF). Her prior board experience includes Cooper’s Hawk Winery and Restaurants, Floor and Decor (NYSE: FND), and Insight Global, among others. Previously, Ms. Lee was a Partner and the Head of the Consumer Private Equity practice at Ares Management Corporation (NYSE: ARES) from 2008 to 2022. In her role as the Head of Consumer Private Equity, she oversaw strategy and deal execution across the full investment lifecycle. From 2006 to 2008, she worked in the investment banking division at J.P. Morgan. Ms. Lee holds a B.S. in Corporate Finance and a B.S. in Accounting from the University of Southern California. We believe Ms. Lee is qualified to serve on our Board because of her finance and investment experience and board experience at growth-focused and publicly traded companies.

Douglas Miller

Mr. Miller has served as a member of the Board since April 2021 and is also the Chairperson of the Audit Committee and a member of the ChronoScale Related Party Transactions Committee. Mr. Miller has served as a member of the board of directors of ChronoScale from May 2026 to the present, and currently serves as a member of its Compensation Committee and Nominating and Corporate Governance Committee, Telenav, Inc. (NASDAQ: TNAV) from July 2015 to February 2021, CareDx, Inc. (NASDAQ: CDNA) from July 2016 to May 2017, and Procera Networks, Inc. (NASDAQ: PKT) from May 2013 to June 2015. He has chaired the Audit Committee for each of Telenav, Inc., CareDx, Inc. and Procera Networks, Inc., and has also served as a Lead Independent Director and as chair or committee member on Compensation, Nominating and Corporate Governance and Special committees. Prior to his roles as board member, Mr. Miller served as senior vice president, chief financial officer and treasurer of Telenav, Inc., a wireless application developer specializing in personalized navigation services, from 2006 to 2012. From 2005 to 2006, Mr. Miller served as vice president and chief financial officer of Longboard, Inc., a privately held provider of telecommunications software. Prior to that, from 1998 to 2005, Mr. Miller held various management positions, including senior vice president of finance and chief financial officer, at Synplicity, Inc., a publicly traded electronic design automation company. Mr. Miller also served as chief financial officer of 3DLabs, Inc., a publicly held graphics semiconductor company, and as an audit partner at Ernst & Young LLP, a professional services organization. Mr. Miller is a certified public accountant (later inactive, currently not renewed). He holds a B.S.C. in Accounting from Santa Clara University. We believe Mr. Miller is qualified to serve on our Board because of his board experience at publicly traded companies and his finance and accounting experience.

Richard Nottenburg

Dr. Nottenburg has served as a member of the Board since June 2021 and is also the Chairperson of the Compensation Committee. Dr. Nottenburg has served as a member of the board of directors of ChronoScale from May 2026 to present and currently serves as the Chair of its Compensation Committee. Dr. Nottenburg is Executive Chairman of NxBeam Inc., which designs and builds leading proprietary mmWave ICs and radio products to power the next generation of satellite and terrestrial communication networks. Dr. Nottenburg also currently serves as a member of the board of directors of Sequans Communications S.A. (NYSE: SQNS), a leading developer and provider of 5G and 4G chips and modules for massive, broadband and critical IoT applications where he serves on both the audit and compensation committees. Previously, Dr. Nottenburg served on the board of directors of Verint Systems Inc. (NASDAQ: VRNT), a customer engagement company from February 2013 to November 2025. Dr. Nottenburg also served as President and Chief Executive Officer, and as a member of the board of directors of Sonus Networks, Inc. from 2008 through 2010. From 2004 until 2008, Dr. Nottenburg was an officer with Motorola, Inc., ultimately serving as its Executive Vice President, Chief Strategy Officer and Chief Technology Officer. Dr. Nottenburg holds a BSEE from New York University - Polytechnic School of Engineering, a master’s degree in electrical engineering from Colorado State University, and a PhD in electrical engineering from Ecole Polytechnique Fédérale de Lausanne. We believe Dr. Nottenburg is qualified to serve on our Board because of his industry expertise and board experience at publicly traded companies.

In accordance with our Bylaws, Nevada law and the Nasdaq Listing Rules, directors are generally elected by a majority of the votes cast. As a result, in an uncontested election, abstentions and broker non-votes, if any, will not affect the outcome of this proposal. However, in any contested election in which the number of director nominees exceeds the number of open seats as a result of stockholder nominations made in compliance with the Bylaws, directors are elected by a plurality of the votes cast, meaning that the nominees receiving the highest number of votes are elected, regardless of whether they receive a majority of the votes cast. As a result, in a contested election, withheld votes and broker non-votes, if any, will not affect the outcome of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE “FOR” ALL OF THE NOMINEES FOR ELECTION AS DIRECTORS.