Applied Digital releases escrowed note proceeds

Q: Who is the issuer of the notes related to Applied Digital’s 8-K/A?

The issuer is APLD ComputeCo 2 LLC, a subsidiary of Applied Digital Corporation. It conducted the private offering of the 6.75% Senior Secured Notes due 2031 and is the entity receiving the released escrow funds once conditions were met.

Applied Digital Corporation reports that its subsidiary APLD ComputeCo 2 LLC has satisfied the ESA Condition tied to its 6.75% Senior Secured Notes due 2031.

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Form Type

8-K/A

Rhea-AI Filing Summary

Applied Digital Corporation reports that its subsidiary APLD ComputeCo 2 LLC has satisfied the ESA Condition tied to its 6.75% Senior Secured Notes due 2031. These notes were issued in a private offering completed on March 10, 2026 and their gross proceeds had been held in an escrow account under an Escrow Agreement. On June 17, 2026, after the condition was met, the issuer delivered an Escrow Release Certificate, directing the escrow agent to release the escrowed cash to the issuer. The released funds will be applied in line with the Escrow Agreement and the Indenture, giving the subsidiary access to the note offering proceeds for their intended uses.

Insights

Escrow condition met, note proceeds now available to the issuer.

The company’s subsidiary issued 6.75% Senior Secured Notes due 2031 in a private offering, with gross proceeds initially held in escrow pending an ESA Condition. That condition has now been satisfied, triggering release of funds.

This step activates the capital raised in March 2026, allowing application of cash according to the Escrow Agreement and Indenture. It removes execution risk tied to the escrow condition but does not change the already-incurred debt terms or interest cost at 6.75%.

Future company filings may describe how these proceeds are deployed under the governing agreements, which will frame the economic impact of this secured borrowing and any associated projects or assets financed by the notes.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Coupon rate: 6.75% Maturity year: 2031 Private offering completion date: March 10, 2026 +1 more

4 metrics

Coupon rate 6.75% Senior Secured Notes due 2031

Maturity year 2031 Senior Secured Notes due 2031

Private offering completion date March 10, 2026 Notes offering completed by APLD ComputeCo 2 LLC

Escrow release date June 17, 2026 ESA Condition satisfied and Escrow Release Certificate delivered

Key Terms

6.75% Senior Secured Notes due 2031, Escrow Agreement, Escrow Release Certificate, private offering, +1 more

5 terms

6.75% Senior Secured Notes due 2031 financial

"to disclose satisfaction of the ESA Condition with respect to the 6.75% Senior Secured Notes due 2031"

Escrow Agreement financial

"Pursuant to the Escrow Agreement, the Issuer deposited an amount in cash"

An escrow agreement is a contract that names a neutral third party to hold money, documents, or assets in a secure “safe” until specific conditions are met by the parties involved. For investors, it reduces risk by ensuring that payments, stock transfers, or regulatory approvals only occur when agreed milestones are satisfied, protecting buyers and sellers and making deals more reliable and predictable.

Escrow Release Certificate financial

"the Issuer executed and delivered to the Escrow Agent an Escrow Release Certificate"

private offering financial

"completed its private offering of the notes, the material terms of which are described"

A private offering is the sale of securities—such as shares or bonds—directly to a limited group of investors rather than through public markets or a broad auction. It matters to investors because it changes who owns the company and how much cash the business has available, which can dilute existing shareholders, affect share liquidity and price discovery, and signal strategic moves or funding needs; think of it as selling a batch of goods to a few trusted customers instead of opening a shop to everyone.

forward-looking statements regulatory

"may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Applied Digital (APLD) announce in this 8-K/A filing?

Applied Digital reported that its subsidiary satisfied the ESA Condition for its 6.75% Senior Secured Notes due 2031, allowing release of escrowed proceeds. Cash previously held in escrow can now be used as outlined in the Escrow Agreement and Indenture.

What are Applied Digital’s 6.75% Senior Secured Notes due 2031?

They are debt securities bearing interest at 6.75% and maturing in 2031, issued in a private offering by APLD ComputeCo 2 LLC. The notes are senior secured, meaning they are backed by specified collateral ahead of unsecured creditors.

When did Applied Digital’s subsidiary complete the private notes offering?

APLD ComputeCo 2 LLC completed the private offering of the 6.75% Senior Secured Notes due 2031 on March 10, 2026. The gross proceeds were initially deposited into an escrow account under an Escrow Agreement pending satisfaction of the ESA Condition.

What happened when the ESA Condition was satisfied for APLD’s notes?

Upon satisfying the ESA Condition on June 17, 2026, the issuer delivered an Escrow Release Certificate to the escrow agent. This directed release of all funds in the escrow account to the issuer, to be applied under the Escrow Agreement and Indenture terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 08:01 AM EDT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 10, 2026

(Date of earliest event reported)

APPLIED DIGITAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		001-31968		95-4863690
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3811 Turtle Creek Boulevard, Suite 2100, Dallas, Texas		75219
(Address of principal executive offices)		(Zip Code)

214-427-1704

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		APLD		Nasdaq Global Select Market

EXPLANATORY NOTE

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Applied Digital Corporation, a Nevada corporation (the “Company,” “us”) with the Securities and Exchange Commission (the “SEC”) on March 10, 2026 (the “Original 8-K”) to disclose satisfaction of the ESA Condition with respect to the 6.75% Senior Secured Notes due 2031 (the “notes”) described therein. Capitalized terms used but not defined herein shall have the same meaning assigned to them in the Original 8-K or the Escrow Agreement, as applicable.

Item 1.01 Entry into a Material Definitive Agreement.

Satisfaction of Escrow Arrangements and Release of Funds

As previously reported, on March 10, 2026, APLD ComputeCo 2 LLC, a subsidiary of the Company (the “Issuer”), completed its private offering of the notes, the material terms of which are described in the Original 8-K. Pursuant to the Escrow Agreement, the Issuer deposited an amount in cash equal to the gross proceeds from the offering of the notes into the Escrow Account until the satisfaction of the ESA Condition and occurrence of certain events described therein.

On June 17, 2026, having satisfied the ESA Condition, the Issuer executed and delivered to the Escrow Agent an Escrow Release Certificate to direct the Escrow Agent to release the funds in the Escrow Account to the Issuer and apply such funds in accordance with the Escrow Agreement and the Indenture.

Forward-Looking Statements

Statements in this Current Report on Form 8-K/A about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the anticipated use of any proceeds from the offering, and the terms of the notes. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including uncertainties related to market conditions, the other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the SEC on July 30, 2025 and the risks described in other filings that the Company may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		APPLIED DIGITAL CORPORATION

Date:	June 17, 2026	By:	/s/ Saidal L. Mohmand
		Name:	Saidal L. Mohmand
		Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Applied Digital releases escrowed note proceeds

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