Applied Digital SEC Filings

Applied Digital Corporation announced that its subsidiary APLD ComputeCo LLC has completed a private offering of $2.35 billion of 9.250% Senior Secured Notes due 2030, issued at 97% of principal. The notes are senior secured obligations that pay interest semi-annually each June 15 and December 15, beginning June 15, 2026, and amortize semi-annually starting December 15, 2027, under an Indenture with Wilmington Trust as trustee and collateral agent.

The company intends to use the net proceeds to help fund construction and related costs for its 100 MW and 150 MW ELN-02 and ELN-03 data centers at its 400 MW Ellendale, North Dakota campus, repay a credit and guaranty facility with Sumitomo Mitsui Banking Corporation, fund debt service reserves, and pay transaction expenses. The Indenture includes customary covenants restricting additional debt, liens, dividends, investments, asset sales, affiliate transactions, and mergers, and requires the Issuer to offer to repurchase the notes at 101% upon certain change of control events. Applied Digital will also provide a completion guarantee for each project related to these facilities.

Applied Digital Corporation is registering up to 8,393,611 shares of common stock for resale by a selling stockholder. These shares are issuable upon exercise of warrants originally issued to CoreWeave, Inc. in connection with a datacenter lease for Building 4 at Polaris Forge 1 and later assigned to Jane Street Global Trading, LLC.

The warrants have an exercise price of $10.75 per share and are subject to a 19.99% beneficial ownership limitation. As of November 13, 2025, Applied Digital had 278,540,327 shares of common stock outstanding, and Jane Street Global Trading, LLC beneficially owned 20,881,848 shares before this offering. Applied Digital will not receive proceeds from any resale of these warrant shares by the selling stockholder.

Applied Digital Corporation is registering 15,000,000 additional shares of its common stock under its 2024 Omnibus Equity Incentive Plan. These new shares follow stockholder approval on November 5, 2025 of an amendment increasing the plan’s share reserve by 15,000,000 shares. The filing is made on Form S-8, which is used to register shares issuable to employees, directors and other service providers as compensation.

The company notes that these shares are in addition to 12,000,000 shares of common stock previously registered on an earlier Form S-8 for the same plan, including shares subject to the plan’s recycling provisions. The registration statement also incorporates by reference the company’s most recent annual report, quarterly report, current reports, and proxy statement, so those filings provide the detailed financial and business information behind this equity compensation program.

Applied Digital (APLD) announced that its subsidiary, APLD ComputeCo LLC, priced an offering of $2.35 billion aggregate principal amount of 9.250% senior secured notes due 2030 at an issue price of 97%. The transaction is expected to close on or around November 20, 2025, subject to market and other conditions.

The notes will be offered to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S. This notice is not an offer to sell or a solicitation to buy any securities.

Applied Digital Corporation reported that it issued a press release announcing anticipated additional equity financing and a new $65 million revolving credit agreement with First National Bank of Omaha. The company stated these financings are intended to support the continued build-out of its Polaris Forge 1 and Polaris Forge 2 AI Factory campuses.

The press release, dated November 12, 2025, was furnished as Exhibit 99.1. The disclosure includes customary forward-looking statements language outlining project, financing, customer, and market risks related to developing high-performance computing infrastructure.

Applied Digital Corporation filed Post-Effective Amendment No. 2 to its Form S-3 to update a resale registration. The amendment covers up to 47,314,982 shares of common stock, including 44,314,982 shares issuable upon conversion of Series G Convertible Preferred Stock and 3,000,000 shares issuable upon exercise of existing warrants. The shares may be sold from time to time by the named selling stockholders.

The company will not receive proceeds from sales by the selling stockholders. As context, the company previously raised $590 million in gross proceeds from prior Series G issuances and disclosed it may receive up to an additional $1.0 billion from future preferred issuances. Shares outstanding were 285,596,841 as of November 3, 2025. The Series G conversions are subject to a 4.99% beneficial ownership cap and an Exchange Cap of 19.99% under Nasdaq rules. The prospectus keeps the shelf in place so holders can use various permitted sale methods over time.

Applied Digital (APLD) reported an insider equity award. On November 9, 2025, a non-employee director received 7,747 restricted stock units that convert one-for-one into common shares and vest in full on November 5, 2026, subject to continued service.

Following the grant, the reporting person beneficially owned 218,859 securities. This total includes 28,606 RSUs granted on December 27, 2024 that vest in full on November 20, 2025. The RSUs carry no expiration date.

Applied Digital (APLD) reported an insider equity award to a director. On 11/09/2025, the director acquired 7,747 shares of common stock at $0, reflecting the settlement of director RSUs. Following this transaction, the director beneficially owns 256,984 shares directly.

The filing explains that RSUs granted on 11/09/2025 vest in full on 11/05/2026, subject to continued service. It also notes previously granted awards: 28,606 RSUs from 12/27/2024 vesting 11/20/2025, and 200,000 restricted shares granted 05/13/2024 vesting 100,000 on 05/13/2026 and 100,000 on 05/13/2027, contingent on continued board service.

Applied Digital (APLD) filed a Form 4 disclosing an equity award to a director. On 11/09/2025, the director received 7,747 restricted stock units (RSUs) at a price of $0, reported with transaction code A. Following this grant, the director beneficially owned 67,147 shares/units in total, held directly.

The newly granted RSUs convert into common stock on a one-for-one basis and vest in full on November 5, 2026, subject to continued service. The holdings include 28,606 RSUs granted on December 27, 2024 that vest on November 20, 2025, and 46,190 shares of restricted stock granted on February 22, 2024, with 15,396 already vested on February 22, 2025 and 15,397 vesting on each of February 22, 2026 and February 22, 2027.