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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March
4, 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 |
On
March 4, 2026, Applied Digital Corporation (the “Company”) issued a press release announcing that APLD ComputeCo 2
LLC, its subsidiary, priced its offering of $2.15 billion aggregate principal amount of 6.750% senior secured notes due 2031 (the
“Offering”) at an issue price of 98%. The Offering is expected to close on or around March 10, 2026, subject
to market and other conditions.
The
notes will only be issued and sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance
on Regulation S under the Securities Act.
APLD
ComputeCo 2 LLC intends to use the net proceeds from the Offering to fund the development and construction of 200 megawatts of critical
IT load at Polaris Forge 2, its AI Factory campus in Harwood, North Dakota currently leased to Oracle, as well as the “Project
Accounts” (including but not limited to the Debt Service Reserve Account) in accordance with the provisions of the indenture governing
the notes, and to pay related fees and expenses, including transaction expenses.
A
copy of the press release announcing the pricing of the Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The
information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.
Cautionary
Note Regarding Forward-Looking Statements
Statements
in this Current Report on Form 8-K 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, statements relating to the completion, size and timing of the Offering,
the anticipated use of any proceeds from the Offering, the terms of the notes and anticipated future events. 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 and the completion of the Offering
on the anticipated terms or at all, the other factors discussed in the “Risk Factors” section of the Company’s Annual
Report on Form 10-K filed with the Securities and Exchange Commission (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.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press
release, dated March 4, 2026, announcing the pricing of the Offering. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
| Dated:
March 4, 2026 |
By:
|
/s/
Saidal Mohmand |
| |
Name:
|
Saidal
Mohmand |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1
Applied Digital Announces Pricing of $2.15 Billion
of Senior Secured Notes to fund
Polaris Forge 2 Campus
DALLAS, March 4,
2026 (GLOBE NEWSWIRE) — Applied Digital Corporation (NASDAQ: APLD) (“Applied Digital” or the “Company”),
a leading designer, builder and operator of high-performance, sustainably engineered data centers and colocation services for Artificial
Intelligence (“AI”), networking, and blockchain workloads, today announced that its subsidiary, APLD ComputeCo 2 LLC (“APLD
Compute 2”), has priced a $2.15 billion offering (the “Offering”) of 6.750% senior secured notes due 2031 (the
“Notes”) at an issue price of 98%. The Notes will be sold in a private offering to persons reasonably believed to
be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),
and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Offering is expected to close
on or around March 10, 2026, subject to market and other conditions.
APLD Compute 2 intends to
use the net proceeds from the Offering to fund the development and construction of 200 megawatts of critical IT load at Polaris Forge
2, its AI Factory campus in Harwood, North Dakota, as well as the “Project Accounts” (including but not limited to the Debt
Service Reserve Account) in accordance with the provisions of the indenture governing the Notes, and to pay related fees and expenses,
including transaction expenses.
The Notes will be fully and
unconditionally guaranteed by APLD Compute 2’s future and existing direct and indirect subsidiaries, which as of today include APLD
FAR-01 HoldCo LLC, APLD FAR-02 HoldCo LLC, APLD FAR-01 LLC, APLD FAR-02 LLC, APLD FAR-01 LandCo LLC, and APLD FAR-02 LandCo LLC (collectively,
the “Guarantors”). The Notes and related guarantees will be secured by first-priority liens on (i) substantially all assets
of APLD Compute 2 and the Guarantors, other than certain excluded property, and (ii) all equity interests of APLD Compute 2 held by APLD
FAR Holdings LLC, a Delaware limited liability company and the direct parent company of APLD Compute 2.
Applied Digital will provide
customary completion guarantees with respect to the Polaris Forge 2 project, under which it will fund APLD Compute 2 as necessary to ensure
the timely completion of the Polaris Forge 2 project.
Completion of the Offering
is subject to certain conditions, and there can be no assurance as to whether or when the Offering may be completed.
The Notes have not been registered
under the Securities Act or securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration
or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes will be offered
only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United
States to non-U.S. persons in reliance on Regulation S under the Securities Act.
This press release shall
not constitute an offer to sell, or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state
or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Applied Digital
Applied Digital (Nasdaq:
APLD) named Best Data Center in the Americas 2025 by Datacloud — designs, builds, and operates high-performance, sustainably engineered
data centers and colocation services for artificial intelligence, networking, and blockchain workloads. Headquartered in Dallas, TX, and
founded in 2021, the company combines hyperscale expertise, proprietary waterless cooling, and rapid deployment capabilities to deliver
secure, scalable compute at industry-leading speed and efficiency, while creating economic opportunities in underserved communities through
its award-winning Polaris Forge AI Factory model.
Caution About Forward-Looking
Statements
This press release contains
“forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things,
the terms of the Notes, the completion, timing and size of the Offering, the anticipated use of proceeds from the Offering, future operating
and financial performance, product development, market position, business strategy and objectives and future financing plans. These statements
use words, and variations of words, such as “will,” “continue,” “build,” “future,” “increase,”
“drive,” “believe,” “look,” “ahead,” “confident,” “deliver,” “outlook,”
“demonstrates,” “expect,” “project” and “predict.” Other examples of forward-looking statements
may include, but are not limited to, (i) statements that reflect perspectives and expectations regarding lease agreements and campus development,
(ii) statements about the HPC industry, (iii) statements of Company plans and objectives, including the Company’s evolving business
model, or estimates or predictions of actions by suppliers, (iv) statements of future economic performance, and (v) statements of assumptions
underlying other statements and statements about the Company or its business. You are cautioned not to rely on these forward-looking statements.
These statements are based on current expectations of future events and thus are inherently subject to uncertainty. If underlying assumptions
prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s
expectations and projections. These risks, uncertainties, and other factors include: the Company’s ability to complete construction
of the data centers at its Polaris Forge 1, Polaris Forge 2 and Delta Forge 1 campuses; our ability to close the Offering; changes to
AI and HPC infrastructure needs and their impact on future plans; risks associated with the leasing business, including those associated
with counterparties; costs related to the HPC operations and strategy; the Company’s ability to timely deliver any services required
in connection with completion of installation under the lease agreements; the Company’s ability to raise additional capital to fund
ongoing and future data center construction and operations; the Company’s ability to obtain financing of the lease agreements on
acceptable financing terms, or at all; the Company’s dependence on principal customers, including its ability to execute and perform
its obligations under its leases with key customers, including without limitation, the lease agreements; the Company’s ability to
timely and successfully build hosting facilities with the appropriate contractual margins and efficiencies; power or other supply disruptions
and equipment failures; the inability to comply with regulations, developments and changes in regulations; cash flow and access to capital;
availability of financing to continue to grow the Company’s business; decline in demand for the Company’s products and services;
maintenance of third party relationships; and conditions in the debt and equity capital markets. A further list and description of these
risks, uncertainties and other factors can be found in the Company’s most recently filed Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, including in the sections captioned “Forward-Looking Statements” and “Risk Factors,” and
in the Company’s subsequent filings with the Securities and Exchange Commission. Copies of these filings are available online at
www.sec.gov, on the Company’s website (www.applieddigital.com) under “Investors,” or on request from the Company. Information
in this release is as of the dates and time periods indicated herein, and the Company and APLD Compute 2 do not undertake to update any
of the information contained in these materials, except as required by law.
Media Contact
JSA (Jaymie Scotto &
Associates)
(856) 264-7827
jsa_applied@jsa.net
Investor Relations Contacts
Matt Glover or Ralf Esper
Gateway Group, Inc.
(949) 574-3860
APLD@gateway-grp.com
