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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
June
8, 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 |
| Item
7.01. |
Regulation
FD Disclosure. |
On
June 8, 2026, Applied Digital Corporation, a Nevada corporation (the “Company”), issued a press release announcing
it has entered into a long-term lease agreement at its Delta Forge 2 Campus, a purpose-built AI Factory campus located in a new southern
state. A copy of the Company’s press release relating to such is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated into this Item 7.01 by reference.
Also,
on June 9, 2026, the Company posted an updated investor presentation to its website at https://ir.applieddigital.com/news-events/presentations.
A copy of the Company’s updated investor presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
into this Item 7.01 by reference.
The
information contained in this Item 7.01, including the related information set forth in Exhibit 99.1 and Exhibit 99.2, is being “furnished”
and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange
Act”), or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or
other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act,
except as otherwise expressly stated in any such filing.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated June 8, 2026 announcing lease of Delta Forge 2 Campus |
| 99.2 |
|
Investor Presentation |
| 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:
June 9, 2026 |
By:
|
/s/
Saidal L. Mohmand |
| |
Name:
|
Saidal
L. Mohmand |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1
Applied
Digital Signs 210 MW Lease at Delta Forge 2, Expanding Its AI Factory Franchise Model to a Fifth Campus
New
Long-Term Agreement with U.S. Based High Investment-Grade Hyperscaler Brings Total Contracted Portfolio to Approx. $36 Billion Across
Five AI Factory Campuses.
DALLAS,
June 8, 2026 (GLOBE NEWSWIRE) -- Applied Digital
(NASDAQ: APLD), a designer, builder, and operator of high-performance, sustainably engineered data centers and colocation services
for artificial intelligence, cloud, networking, and blockchain workloads, today announced it has entered into a new long-term lease agreement
at Delta Forge 2, a purpose-built AI Factory campus located in a new southern state. The lease is with a U.S. based high investment-grade
hyperscaler, marking the company’s fifth AI Factory campus overall.
The
agreement covers 210 MW of critical IT load under a 15-year take-or-pay structure with renewal options, representing approximately $5.2
billion in base-term contracted revenue, or approximately $12.7 billion if all renewal options are exercised over a 30-year total term.
“Two
years ago, we made a deliberate decision to build a company that scales, not just builds data centers,” said Wes Cummins, Chairman
and Chief Executive Officer of Applied Digital. “We call it our franchise model — a core team of design, construction, and
operations professionals replicated across every campus, in every market. Continued demand from leading hyperscalers across five campuses
is strong validation of our model.”
With
this agreement, which represents Applied Digital’s third long-term lease with the same U.S. based investment-grade hyperscaler,
the company’s contracted portfolio spans five AI Factory campuses, representing 1.4 GW of critical IT load, approximately 2.15
GW of grid-connected utility power, and approximately $36 billion in total contracted base-term lease revenue, or $86 billion if all
renewal options are exercised. Approximately 70% of contracted revenue is now backed by U.S. based investment-grade hyperscalers.
Applied
Digital’s site selection strategy prioritizes communities where large-scale, long-duration infrastructure investment creates meaningful
and lasting economic impact, including local employment, an expanded tax base, and sustained economic activity over the life of each
project.
“We
are deliberate about where we build,” Cummins continued. “We look for communities where this kind of investment genuinely
matters — where the jobs, the tax base, and the long-term economic activity have real impact. We have built a track record of being
good partners to those communities, and we take that responsibility seriously. That track record is part of how we earn the right to
keep building.”
Delta
Forge 2 is expected to bring meaningful local employment, construction activity to its host community. The campus integrates Applied
Digital’s proprietary waterless cooling technology and high-power density infrastructure, purpose-built for the compute densities
required by large-scale AI training and inference workloads. Initial operations are anticipated to commence in Q1 2028.
To
see this community model in practice, Applied Digital’s documentary series Behind the Build offers a ground-level look at
how Applied Digital constructs its AI Factory campuses alongside the communities they call home.
Key
Transaction Highlights:
| ● | 210
MW of critical IT load located in a new southern state |
| ● | 15-year
take-or-pay lease with renewal options; approximately $5.2 billion in base-term contracted
revenue, approximately $12.7 billion including all renewal options over a 30-year total term |
| ● | Lease
with a U.S. based high investment-grade hyperscaler; Applied Digital’s fifth AI Factory
campus |
| ● | Franchise
model now active across northern and southern geographies |
| ● | Brings
total contracted lease revenue to approximately $36 billion across five campuses ($86 billion
if all renewal options are exercised) |
| ● | Total
contracted critical IT load now reaches 1.4 GW; approximately 2.15 GW gross grid-connected
utility power |
| ● | Approximately
70% of contracted revenue backed by U.S. based investment-grade hyperscalers |
| ● | Purpose-built
for large-scale AI training and inference; incorporates Applied Digital’s proprietary
waterless cooling and high-density power infrastructure |
| ● | Initial
operations anticipated to commence Q1 2028 |
###
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, cloud, 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 AI Factory franchise model.
Learn
more at applieddigital.com or follow @APLDdigital on X and LinkedIn.
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, 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,” “proven,” “deliver,” “outlook,” “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 any current or prospective data center campus development; (ii) statements
about the high-performance computing (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; (v) statements
of assumptions underlying other statements and statements about the company or its business; and (vi) the company’s plans to obtain
future project financing. 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, among others: whether or not our customers exercise the renewal options under their leases
with us (if not, we will not recognize further revenue from such customer under its respective lease); our ability to complete construction
of our data center campuses as planned; the lead time of customer acquisition and leasing decisions and related internal approval processes;
changes to artificial intelligence and HPC infrastructure needs and their impact on future plans; costs related to the HPC operations
and strategy; our ability to timely deliver any services required in connection with completion of installation under lease agreements;
our ability to raise additional capital to fund the ongoing datacenter construction and operations; our ability to obtain financing of
datacenter leases and more broadly for our development and general corporate activities; our dependence on principal customers, including
our ability to execute and perform our obligations under our leases with key customers; our ability to timely and successfully build
new 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 our business; decline in demand for our 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 press release is as of the dates and time periods
indicated herein, and the company does 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