Scott+Scott Attorneys at Law LLP Announce Notice of Pendency and Proposed Settlement of Stockholder Class Action for All Members of the Class Consisting of All Record and Beneficial Holders of Power & Digital Infrastructure Acquisition Corp, ("XPDI" OR The"Company") Class A Common Stock Who Held Such Stock Between January 14, 2022 and January 20, 2022

WILMINGTON, Del., Dec. 29, 2025 /PRNewswire/ --

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF STOCKHOLDER CLASS ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR

THIS NOTICE WAS AUTHORIZED BY THE COURT.  IT IS NOT A LAWYER SOLICITATION. PLEASE READ THIS SUMMARY NOTICE CAREFULLY.  YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court"), that the above-captioned stockholder class action (the "Action") is pending in the Court.

YOU ARE ALSO NOTIFIED that Plaintiff Brad Ihle ("Plaintiff"), individually and on behalf of the Class, and Defendants Theodore J. Brombach, Patrick C. Eilers, James P. Nygaard, Jr., and XPDI Sponsor LLC (collectively, the "Defendants") have reached a proposed settlement of the Action for $14,750,000 in cash as set forth in the Stipulation (the "Settlement"), a copy of which is available at www.XPDIClassAction.com.  If approved by the Court, the Settlement will resolve all claims asserted in the Action against the Defendants.

A hearing (the "Settlement Hearing") will be held on March 17, 2026, at 11:00 a.m., before The Honorable Lori W. Will, Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether certification of the Class for settlement purposes should be made final; (ii) determine whether the Settlement should be approved by the Court as fair, reasonable, and adequate, and in the best interests of the Class; (iii) determine whether the Action should be dismissed with prejudice and the Releases provided under the Stipulation should be granted; (iv) determine whether the Order and Final Judgment approving the Settlement should be entered; (v) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether and in what amount any Fee and Expense Award should be paid to Plaintiff's Counsel out of the Settlement Fund and whether and in what amount any service award to Plaintiff should be paid out of the Fee and Expense Award; (vii) hear and rule on any objections to the Settlement, the Plan of Allocation, or Plaintiff's Counsel's application for an award of attorneys' fees and expenses; and (viii) consider such other matters that may properly be brought before the Court in connection with the Settlement.  Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances, will be posted to the Settlement Website, www.XPDIClassAction.com.

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund.  If you have not yet received the Notice, you may obtain a copy by contacting the Settlement Administrator at: Brad Ihle v. Theodore J. Brombach, c/o A.B. Data, Ltd., P.O. Box 170500, Milwaukee, WI 53217, 866-588-6348, [email protected].  A copy of the Notice can also be downloaded from the Settlement Website, www.XPDIClassAction.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the terms of the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court.  Each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (a) the Net Settlement Fund; and (b) a fraction, the numerator of which is the number of Eligible Shares held by the Eligible Class Member, and the denominator of which is the total number of Eligible Shares in the Class.  As explained in further detail in the Notice, Eligible Class Members do not have to submit a claim form to receive a payment from the Settlement.

Any objections to the Settlement, the proposed Plan of Allocation, or Plaintiff's Counsel's application for the Fee and Expense Award must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff's Counsel and Defendants' Counsel so that they are received no later than February 24, 2026, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice.  All questions about this Summary Notice, the Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiff's Counsel.

Requests for the Notice should be made to the Settlement Administrator:

Brad Ihle v. Theodore J. Brombach 
c/o A.B. Data, Ltd. 
P.O. Box 170500
Milwaukee, WI 53217 
Telephone: 866-588-6348 Email: info@XPDIClassAction.com
Website: www.XPDIClassAction.com 

Inquiries, other than requests for the Notice, should be made to Plaintiff's Counsel:

Justin O. Reliford, Esquire
Scott+Scott Attorneys at Law LLP
222 Delaware Avenue, Suite 1405
Wilmington, DE 19801
Telephone: 302.578.7344
Email: [email protected] 

                                                                                                    BY ORDER OF THE COURT OF
                                                                                                    CHANCERY OF THE STATE OF
                                                                                                    DELAWARE:

Dated: December 19, 2025

¹ Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Stipulation and Agreement of Settlement, Compromise, and Release between Plaintiffs and Defendants, dated November 13, 2025 (the "Stipulation"). A copy of the Stipulation is available at www.XPDIClassAction.com.

SOURCE Scott+Scott Attorneys at Law LLP