Temporary Equity

3 Months Ended

Aug. 31, 2026

Temporary Equity Disclosure [Abstract]

Preferred Stock

The following is a summary of the activity and balances for preferred stock during the three months ended August 31, 2025 (in thousands, other than share data):


	Series E Redeemable Preferred Stock			Series E-1 Redeemable Preferred Stock				Series G Convertible Preferred Stock
	Shares	Amount			Shares	Amount			Shares	Amount
Outstanding as of June 1, 2025	301,673	$	6,932		62,485	$	57,011		78,000	$	72,094
Issuances, net of costs	—	—			—	10			180,000	170,386
Conversions	—	—			—	—			(258,000)	(242,480)
Redemptions	—	—			(225)	(225)			—	—
Outstanding as of August 31, 2025	301,673	$	6,932		62,260	$	56,796		—	$	—

The following is a summary of the activity and balances for preferred stock during the three months ended August 31, 2026 (in thousands, other than share data):


	Series E Redeemable Preferred Stock			Series E-1 Redeemable Preferred Stock			Series G Convertible Preferred Stock
	Shares	Amount		Shares	Amount		Shares	Amount
Outstanding as of June 1, 2026	276,673	$	6,306	61,909	$	56,460	—	$	—
Issuances, net of costs	—	—		—	—		283,250	274,850
Conversions	—	—		—	—		(154,500)	(149,921)
Redemptions	(276,673)	(6,306)		(78)	(87)		—	—
Outstanding as of August 31, 2026	—	$	—	61,831	$	56,373	128,750	$	124,929

Series E Redeemable Preferred Stock

During the fiscal year ended May 31, 2025, the Company closed on four offerings of the Series E Redeemable Preferred Stock (the “Series E Preferred Stock”). The Company sold total shares of 301,673 for proceeds of $6.9 million net of issuance costs of $0.6 million. The Series E Preferred Stock offering was terminated on August 9, 2024.

There were no material changes to the terms of the Series E Preferred Stock during the three months ended August 31, 2026. During the three months ended August 31, 2026 and August 31, 2025, the Company declared and paid approximately $163,000 and $170,000, respectively, of dividends related to Series E Preferred Stock as presented on the unaudited condensed consolidated statement of operations.

During the three months ended August 31, 2026, all 276,673 shares of Series E Preferred Stock were redeemed.

Series E-1 Redeemable Preferred Stock

On September 23, 2024, the Company entered into a dealer manager agreement for the offering of up to 62,500 shares of Series E-1 Redeemable Preferred Stock, par value $0.001 per share (“Series E-1 Preferred Stock”), at a price per share of $1,000 (the “Series E-1 Stated Value”). During the fiscal year ended May 31, 2025, the Company closed on eight offerings in which the Company issued 62,500 shares for gross proceeds of $62.5 million. The Series E-1 Preferred Stock offering was completed as of May 31, 2025.

There were no material changes to the terms of the Series E-1 Preferred Stock during the three months ended August 31, 2026. During the three months ended August 31, 2026 and August 31, 2025, the Company declared and paid approximately $1.4 million and $1.4 million, respectively, of dividends related to the Series E-1 Preferred Stock as presented on the unaudited condensed consolidated statements of operations.

During the three months ended August 31, 2026, 78 shares of Series E-1 Preferred Stock were redeemed.

Series G Convertible Preferred Stock

On June 26, 2026, the Company entered into the sixth amendment (the “Sixth Amendment”) to the PEPA to increase the aggregate commitment amount under the PEPA for the issuance of shares of Series G Preferred Stock from $1,590,000,000 to $2,000,000,000. There were no other material changes to the terms of the Series G Preferred Stock during the three months ended August 31, 2026.

As Series G Preferred Stock may be reissued, during the three months ended August 31, 2026, the Company issued and sold 283,250 shares of Series G Preferred Stock for gross proceeds of $275.0 million. During the three months ended August 31, 2026, 154,500 shares of Series G Preferred Stock were converted into 4.5 million shares of the Company’s common stock. As of August 31, 2026, 128,750 shares of Series G Preferred Stock were issued and outstanding.

Redeemable Noncontrolling Interest

APLD HPC TopCo 2 LLC

As discussed within Note 12 - Variable Interest Entities above, APLD HPC TopCo 2 LLC (“TopCo 2”) completed four closings under its A&R UPA during the fiscal year ended May 31, 2026, issuing 1,825,000 preferred units and 144,593 corresponding common units for proceeds of approximately $1.8 billion to MIP HPC Holdings, LLC, which resulted in a redeemable noncontrolling interest.

There were no material changes to the terms of the redeemable noncontrolling interest during the three months ended August 31, 2026.

The balance sheets and operating activities of TopCo 2 are included in the Company's unaudited condensed consolidated financial statements. The Company adjusts net income in the unaudited condensed consolidated statements of operations to exclude the proportionate share of results that is attributable to the redeemable noncontrolling interest. Additionally, the Company presents the proportionate share that is attributable to the redeemable noncontrolling interest as temporary equity within the unaudited condensed consolidated balance sheets. This temporary equity presentation is the result of the redeemable noncontrolling interest being subject to certain redemption rights that are not entirely within the Company's control. Due to these redemption rights, at each balance sheet date, the Company is required to adjust the carrying value of the derivatives to fair value and record any changes in fair value within earnings. See Note 11 - Derivative Assets for

further details. The Company will adjust redeemable noncontrolling interest for the attribution of net income (loss) and preferred dividends of TopCo 2 to the noncontrolling interest holder.

Net loss attributable to MIP HPC Holdings, LLC was $66.9 million for the three months ended August 31, 2026. The proportionate share of net income was accounted for as a reduction in deriving net income attributable to common stock in the Company's unaudited condensed consolidated statements of operations.

The carrying value of the redeemable noncontrolling interest was $2.0 billion and $2.0 billion as of August 31, 2026 and May 31, 2026, respectively. The change in redeemable noncontrolling interest consists of $60.1 million of preferred stock dividends paid in-kind, $1.3 million of contributions from noncontrolling interest, net of costs and $6.8 million in current year net loss attributable to non-controlling interest.