false
0001144879
0001144879
2026-03-10
2026-03-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
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 |
Item
1.01. Entry into a Material Definitive Agreement.
Senior
Secured Notes Offering
General
On
March 10, 2026, APLD ComputeCo 2 LLC (the “Issuer”), a subsidiary of Applied Digital Corporation (the
“Company” or “Applied Digital”), completed its previously announced private offering of 6.750% Senior Secured
Notes due 2031 (the “notes”). The notes were sold under a purchase agreement, dated as of March 3, 2026, entered into by
and among the Issuer, the subsidiary guarantors party thereto (the “Subsidiary Guarantors”) and Goldman Sachs & Co. LLC
(“Goldman Sachs”) as the representative (the “Representative”) of the several initial purchasers named
in Schedule I thereto (the “Initial Purchasers”), for resale 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 aggregate principal amount of notes sold in the
offering was $2.15 billion.
The
notes were issued at a price equal to 98.000% of their principal amount. The Issuer 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.
Indenture
On
March 10, 2026, the Issuer, APLD FAR Holdings LLC (the direct parent of the Issuer), and the Subsidiary Guarantors entered into an indenture
(the “Indenture”) with respect to the notes with Wilmington Trust, National Association, as trustee (the “Trustee”)
and collateral agent (the “Collateral Agent”). The notes are senior secured obligations of the Issuer and bear interest at
a rate of 6.750% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026.
The notes mature on March 15, 2031, unless earlier redeemed or repurchased in accordance with their terms. The principal amount of the
notes amortize on a semi-annual basis on March 15 and September 15 of each year (each, a “Payment Date”), beginning on the
first Payment Date following the final Commencement Date (as defined in the Indenture) which occurs with respect to all datacenter leases
in effect on the Issue Date (as defined in the Indenture), in amounts set forth in the Indenture. Required amortization is subject
to adjustment in case of partial redemption or repurchase or, in certain circumstances, the issuance of additional notes.
Redemption
On
or after March 15, 2028, the Issuer may redeem the notes at its option, in whole at any time or in part from time to time, at the redemption
prices set forth in the Indenture. Prior to March 15, 2028, the Issuer may redeem the notes at its option, in whole at any time or in
part from time to time, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a “make-whole”
premium and accrued and unpaid interest, if any. In addition, prior to March 15, 2028, the Issuer may redeem up to 40% of the aggregate
principal amount of the notes in an amount not to exceed the amount of the proceeds of certain equity offerings, at the redemption price
set forth in the Indenture, plus accrued and unpaid interest.
Certain
Covenants
The
Indenture limits the ability of the Issuer and the Subsidiary Guarantors to, among other things: (i) incur or guarantee additional indebtedness;
(ii) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; (iii) make certain
investments; (iv) create or incur liens; (v) consummate certain asset sales; (vi) enter into sale and lease back transactions; (vii)
hold assets or conduct operations unrelated to the operation of the Facilities and certain additional projects; (viii) engage in certain
transactions with its affiliates; and (ix) merge, consolidate or transfer or sell all or substantially all of its assets. These covenants
are subject to a number of important qualifications and exceptions as set forth in the Indenture. Additionally, upon the occurrence of
specified change of control events, the Issuer must offer to repurchase the notes at 101% of the principal amount, plus accrued and unpaid
interest, if any, to, but excluding, the purchase date. Pursuant to terms of the Indenture, the Issuer, the Trustee, and Goldman Sachs
Bank USA, as escrow agent, have also entered into an escrow agreement (the "Escrow Agreement") dated as of March 10, 2026,
pursuant to which the Issuer has deposited an amount in cash equal to the gross proceeds from the offering of the notes into a segregated
escrow account, which is separate and apart from the “Project Accounts”, with such funds remaining in such escrow
account until the satisfaction of certain conditions or occurrence of certain events described therein, at which time such funds will
be released and applied in accordance with the Escrow Agreement and the Indenture.
The
foregoing description of the Indenture and the notes does not purport to be complete and is qualified in its entirety by reference to
the full text of the Indenture (and the form of note included therein), a copy of which is filed with this Current Report on Form 8-K
as Exhibit 4.1 and 4.2 hereto and is hereby incorporated herein by reference.
Completion
Guarantee
The
Company has provided a customary completion guarantee with respect to each Project (as defined in the Indenture) related to the
Facilities, which requires the Company to provide the Issuer funds as necessary to ensure the completion of the Construction Period
(as defined in the Indenture) and, to the extent applicable under any respective datacenter lease, the occurrence of the first Service
Commencement Date under and as defined in such datacenter lease prior to the applicable Outside Completion Date (as defined in such datacenter
lease) subject to any applicable extensions to such date pursuant to such data center lease, in the event that the proceeds of the notes
and the available funds (including previous equity contributions from the Company) are insufficient to do so.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements
of Certain Officers.
On
March 6, 2026, the Compensation Committee of the Board of Directors of the Company approved an additional bonus for the Company’s
Chief Financial Officer, Saidal Mohmand, in the amount of $750,000 (subject to applicable payroll and withholding tax), in recognition
of his efforts in completing various financings of its Polaris Forge 1 data center campus in Ellendale, ND and its Polaris Forge 2 data
center campus in Harwood, ND.
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, 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 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 |
| 4.1 |
|
Indenture, dated as of March 10, 2026, among APLD ComputeCo 2 LLC, the Subsidiary Guarantors as defined therein and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 6.750% senior secured notes. |
| 4.2 |
|
Form of Note representing the 6.750% Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.1). |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Date:
March 10, 2026 |
APPLIED
DIGITAL CORPORATION |
| |
|
|
| |
By: |
/s/
Saidal Mohmand |
| |
Name: |
Saidal
Mohmand |
| |
Title: |
Chief
Financial Officer |
