2,400,000 Shares of common stock
This prospectus relates to the resale from time to time of up to 2,400,000 shares of common stock, $0.001 par value per share ("common stock"), of Applied Digital Corporation (the "Company," "we," "our," or "us") by the selling stockholders named herein or its permitted transferees (the "selling stockholders") in amounts, at prices and on terms that will be determined at the time of any such offering, comprised of 2,400,000 shares of common stock (the "Warrant Shares") issuable upon the exercise of warrants (the "Warrants") issued by the Company on to the selling stockholders on October 6, 2025 in connection with the A&R UPA (as defined below).
We will not receive any proceeds from the sale of the Warrant Shares by the selling stockholders. The shares of common stock to which this prospectus relates may be offered and sold from time to time directly by the selling stockholders or alternatively through underwriters, broker dealers or agents. The selling stockholders will determine at what price it may sell the Warrant Shares offered by this prospectus, and such sales may be made at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. Although we have been advised by the selling stockholders that the selling stockholders was assigned the Warrants for its own account, for investment purposes in which it takes investment risk (including, without limitation, the risk of loss), and without any view or intention to distribute such shares in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws, the selling stockholders may be deemed "underwriters" within the meaning of Section 2(a)(11) of the Securities Act by the Securities and Exchange Commission (the "SEC"), in which case any profits on the sales of the Warrant Shares by the selling stockholders and any discounts, commissions or concessions received by the selling stockholders would be deemed to be underwriting discounts and commissions under the Securities Act. For additional information on the methods of sale that may be used by the selling stockholders, see the section entitled " Plan of Distribution."
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read this prospectus and any prospectus supplement or amendment before you invest in our common stock. You also should read the documents we have referred you to in the " Where You Can Find More Information" section of this prospectus for information about us and our financial statements.
Our common stock is listed on The Nasdaq Global Select Market ("Nasdaq") under the symbol "APLD." On December 3, 2025, the last reported sale price of our common stock on Nasdaq was $29.36 per share.
Our executive office is located at 3811 Turtle Creek Blvd., Suite 2100, Dallas, Texas 75219, and our phone number is (214) 427-1704. Our principal website address is www.applieddigital.com.
**2,400,000 Shares of common stock**
This prospectus relates to the resale from time to time of up to 2,400,000 shares of common stock, $0.001 par value per share ("common stock"), of Applied Digital Corporation (the "Company," "we," "our," or "us") by the selling stockholders named herein or its permitted transferees (the "selling stockholders") in amounts, at prices and on terms that will be determined at the time of any such offering, comprised of 2,400,000 shares of common stock (the "Warrant Shares") issuable upon the exercise of warrants (the "Warrants") issued by the Company on to the selling stockholders on October 6, 2025 in connection with the A&R UPA (as defined below).
We will not receive any proceeds from the sale of the Warrant Shares by the selling stockholders. The shares of common stock to which this prospectus relates may be offered and sold from time to time directly by the selling stockholders or alternatively through underwriters, broker dealers or agents. The selling stockholders will determine at what price it may sell the Warrant Shares offered by this prospectus, and such sales may be made at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. Although we have been advised by the selling stockholders that the selling stockholders was assigned the Warrants for its own account, for investment purposes in which it takes investment risk (including, without limitation, the risk of loss), and without any view or intention to distribute such shares in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws, the selling stockholders may be deemed "underwriters" within the meaning of Section 2(a)(11) of the Securities Act by the Securities and Exchange Commission (the "SEC"), in which case any profits on the sales of the Warrant Shares by the selling stockholders and any discounts, commissions or concessions received by the selling stockholders would be deemed to be underwriting discounts and commissions under the Securities Act. For additional information on the methods of sale that may be used by the selling stockholders, see the section entitled " _Plan of Distribution_."
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read this prospectus and any prospectus supplement or amendment before you invest in our common stock. You also should read the documents we have referred you to in the " _Where You Can Find More Information_" section of this prospectus for information about us and our financial statements.
Our common stock is listed on The Nasdaq Global Select Market ("Nasdaq") under the symbol "APLD." On December 3, 2025, the last reported sale price of our common stock on Nasdaq was $29.36 per share.
Our executive office is located at 3811 Turtle Creek Blvd., Suite 2100, Dallas, Texas 75219, and our phone number is (214) 427-1704. Our principal website address is _www.applieddigital.com_.<p><strong>2,400,000 Shares of common stock</strong></p><p>This prospectus relates to the resale from time to time of up to 2,400,000 shares of common stock, $0.001 par value per share ("common stock"), of Applied Digital Corporation (the "Company," "we," "our," or "us") by the selling stockholders named herein or its permitted transferees (the "selling stockholders") in amounts, at prices and on terms that will be determined at the time of any such offering, comprised of 2,400,000 shares of common stock (the "Warrant Shares") issuable upon the exercise of warrants (the "Warrants") issued by the Company on to the selling stockholders on October 6, 2025 in connection with the A&R UPA (as defined below).</p><p>We will not receive any proceeds from the sale of the Warrant Shares by the selling stockholders. The shares of common stock to which this prospectus relates may be offered and sold from time to time directly by the selling stockholders or alternatively through underwriters, broker dealers or agents. The selling stockholders will determine at what price it may sell the Warrant Shares offered by this prospectus, and such sales may be made at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. Although we have been advised by the selling stockholders that the selling stockholders was assigned the Warrants for its own account, for investment purposes in which it takes investment risk (including, without limitation, the risk of loss), and without any view or intention to distribute such shares in violation of the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws, the selling stockholders may be deemed "underwriters" within the meaning of Section 2(a)(11) of the Securities Act by the Securities and Exchange Commission (the "SEC"), in which case any profits on the sales of the Warrant Shares by the selling stockholders and any discounts, commissions or concessions received by the selling stockholders would be deemed to be underwriting discounts and commissions under the Securities Act. For additional information on the methods of sale that may be used by the selling stockholders, see the section entitled "<i>Plan of Distribution</i>."</p><p>We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read this prospectus and any prospectus supplement or amendment before you invest in our common stock. You also should read the documents we have referred you to in the "<i>Where You Can Find More Information</i>" section of this prospectus for information about us and our financial statements.</p><p>Our common stock is listed on The Nasdaq Global Select Market ("Nasdaq") under the symbol "APLD." On December 3, 2025, the last reported sale price of our common stock on Nasdaq was $29.36 per share.</p><p>Our executive office is located at 3811 Turtle Creek Blvd., Suite 2100, Dallas, Texas 75219, and our phone number is (214) 427-1704. Our principal website address is <i>www.applieddigital.com</i>.</p>