Key Elements of the Transaction:

• $375 million 2.75% Convertible Notes offering (32.5% conversion premium)
  
   
• Capped call transactions entered into in connection with the pricing of Convertible Notes due 2030 with an initial cap price of $14.72 per share of common stock, which represents a 100% premium to the closing sale price of Applied Digital's common stock on October 30, 2024
  
   
• Share Repurchase Programs of approximately $84 million of shares of the common stock in connection with the offering, consisting of a prepaid forward repurchase (as described below) and concurrent share buyback

Applied Digital has granted the initial purchasers of the Convertible Notes an option to purchase, for settlement within a 13-day period beginning on, and including the date on which the Convertible Notes are first issued, up to an additional $75 million aggregate principal amount of the Convertible Notes. The offering is expected to close on November 4, 2024, subject to satisfaction of customary closing conditions.