Every 8-K that Applied Digital Corporation (APLD) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow APLD and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full APLD filings page.
Applied Digital Corporation reported rapid growth but remained loss-making for fiscal 2026. Revenue from continuing operations reached $258.7 million in the fourth quarter and $611.3 million for the year, up 407% and 167% from prior-year periods, driven mainly by tenant fit-out and rental income from new HPC hosting facilities.
Net loss attributable to common stockholders from continuing operations was $110.6 million in Q4 and $249.2 million for the year, or $0.39 and $0.91 per share. Excluding ChronoScale and other adjustments, adjusted revenue was $240.4 million in Q4 and $539.7 million for the year, with adjusted net income of $12.9 million and $36.1 million and adjusted EBITDA of $42.4 million and $107.2 million.
The HPC Hosting Business had 1,410 MW of contracted critical IT load across five campuses, representing approximately $36 billion of base-term lease revenue, and generated fourth-quarter segment operating profit of $26.2 million. The company ended May 31, 2026 with $4.2 billion in cash, cash equivalents and restricted cash and $5.0 billion of debt.
Applied Digital Corporation entered into an incremental assumption agreement that modifies its existing credit agreement to provide a secured revolving credit facility of up to $430.0 million. The facility, which includes a matching letter of credit sub-facility that reduces borrowing availability, matures on May 28, 2029.
Borrowings can be increased by up to $120.0 million in additional revolver or term loan commitments, for total potential capacity of $550.0 million. Loans bear interest at Term SOFR plus an applicable margin of 2.25% or a base rate plus 1.25%, and are fully guaranteed by the company and its restricted subsidiaries.
Applied Digital also executed a sixth amendment to its Preferred Equity Purchase Agreement, raising the aggregate commitment for Series G Convertible Preferred Stock from $1,590,000,000 to $2,000,000,000. These preferred shares, and the common stock issuable upon conversion, are offered in private transactions relying on the Section 4(a)(2) exemption from Securities Act registration.
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.
Applied Digital Corporation, through subsidiary APLD ComputeCo 3 LLC, completed a private offering of $1.59 billion of 7.000% Senior Secured Notes due 2031. The notes were issued at 100% of principal and sold to institutional investors under Rule 144A and Regulation S.
The notes bear 7.000% annual interest, payable semi-annually each June 15 and December 15 starting December 15, 2026, and amortize semi-annually after all relevant datacenter leases reach their final commencement dates. On or after June 15, 2028, the issuer may redeem the notes at specified prices, with earlier redemptions subject to a make-whole premium, and up to 40% may be redeemed with proceeds of certain equity offerings.
Net proceeds are intended to fund 150 megawatts of critical IT load at the Polaris Forge 1 AI Factory campus in Ellendale, North Dakota, repay a Goldman Sachs bridge loan, fund debt service reserves, and pay transaction expenses. The Indenture includes restrictive covenants, a 101% change-of-control repurchase offer, and customary events of default, and Applied Digital has provided a completion guarantee for the related projects.
Applied Digital Corporation entered a new long-term lease for 210 MW of critical IT load at its Delta Forge 2 AI Factory campus with a U.S.-based high investment-grade hyperscaler. The 15-year take-or-pay agreement represents approximately $5.2 billion in base-term contracted revenue, or about $12.7 billion if all renewal options are exercised over a 30-year total term.
With this deal, the company’s contracted portfolio now spans five AI Factory campuses, totaling 1.4 GW of critical IT load, roughly 2.15 GW of grid-connected utility power, and about $36 billion in total contracted base-term lease revenue, or $86 billion including all renewal options. Approximately 70% of contracted revenue is backed by U.S.-based investment-grade hyperscalers. Initial operations at Delta Forge 2 are anticipated to commence in Q1 2028.
Applied Digital Corporation’s subsidiary APLD ComputeCo 3 LLC has priced a $1.59 billion offering of 7.000% senior secured notes due 2031 at par in a private placement to qualified institutional buyers and certain non-U.S. investors.
The net proceeds are intended to fund construction of 150 megawatts of critical IT load at the ELN-04 building at the Polaris Forge 1 AI Factory campus in Ellendale, North Dakota, repay a bridge loan under a Credit and Guaranty Agreement with Goldman Sachs Bank USA and other lenders, fund debt service reserves, and pay transaction expenses. The notes will be guaranteed by certain current and future subsidiaries and secured by first-priority liens on substantially all assets of APLD ComputeCo 3 and the guarantors, as well as related equity interests. Closing is expected on or around June 16, 2026, subject to market and other conditions.
Applied Digital Corporation secured new financing and outlined plans to fund its next major AI data center build. The company closed a revolving credit facility arranged by Goldman Sachs with up to $350 million of committed capacity and an $200 million accordion, for total potential availability of $550 million. This facility, maturing in 2029, is secured by certain non-data center project assets and bears interest at SOFR plus 225 basis points or the Alternative Base Rate plus 125 basis points. Proceeds will support pre- and post-lease development of data center projects, working capital and general corporate purposes.
Separately, subsidiary APLD ComputeCo 3 LLC intends to offer $1.59 billion of senior secured notes due 2031 in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S. Net proceeds are expected to fund construction and related costs for 150 megawatts of critical IT load at the ELN-04 building at the Polaris Forge 1 AI Factory campus in North Dakota, repay a Goldman Sachs bridge loan, fund debt service reserves and cover transaction expenses. The notes will be fully and unconditionally guaranteed by certain ELN-04 subsidiaries and secured by first-priority liens on substantially all of their assets and related equity interests, with Applied Digital providing a completion guarantee for the ELN-04 project.
Applied Digital Corporation completed the separation of its cloud business by contributing all 1,200 outstanding shares of Applied Digital Cloud Corporation to Ekso Bionics Holdings in exchange for 138,216,820 newly issued Ekso common shares, creating ChronoScale Corporation as Ekso’s successor.
ChronoScale now trades on the Nasdaq Capital Market under the ticker CHRN, while Applied Digital and its subsidiary collectively own approximately 97% of ChronoScale’s outstanding equity. In a concurrent private placement, Applied Digital purchased 1,311,407 additional ChronoScale (Ekso) shares at $12.01 per share for about $15.75 million in cash.
Applied Digital entered into a Services Agreement under which ChronoScale will pay it a quarterly fee equal to 1% of ChronoScale’s consolidated gross revenue plus other service fees. An Investor Rights Agreement gives Applied Digital affiliates board designation, observer, approval, preemptive, and resale registration rights at specified ownership thresholds.
Applied Digital has signed a major 15-year lease with a new U.S.-based high investment-grade hyperscaler at its 430 MW Delta Forge 1 AI Factory campus. The agreement covers 300 MW of critical IT load and carries approximately $7.5 billion in total contracted value, purpose-built for the tenant’s AI and high-performance computing infrastructure.
With this lease, Applied Digital now has three hyperscale tenants across three AI Factory campuses and more than $23 billion in total contracted lease revenue, over half of which is backed by investment-grade customers. Initial operations at Delta Forge 1 are anticipated to begin in mid-2027.
The company also highlights plans to enter an up to $300 million senior secured bridge facility to support development of the 150 MW Building 3 at Polaris Forge 1 and an up to $300 million senior secured revolving credit facility to fund development across its platform and working capital needs.
Applied Digital Corporation reported new equity incentives tied to its proposed Contribution and Exchange Agreement involving Ekso Bionics Holdings, Inc. On April 9, 2026, APLD ChronoScale Management LLC granted fully vested profits interests awards, called Management Incentive Plan Units, to four executive officers.
These awards were issued under a newly adopted APLD ChronoScale Management LLC Equity Incentive Plan and are designed to track the appreciation in the EKSO equity that the company will hold through HoldCo. In total, the grants to the executives represent approximately 5.25% of the EKSO common shares to be issued to Holdco in the proposed transaction.
Applied Digital Corporation reported that it issued a press release announcing its financial results for its third fiscal quarter ended February 28, 2026. The company furnished this update through a Form 8-K, with the full earnings details contained in a press release attached as Exhibit 99.1.
The common stock of Applied Digital, trading under the symbol APLD on the Nasdaq Global Select Market, remains the company’s listed equity security. The earnings press release and related information are designated as “furnished” rather than “filed” under the Securities Exchange Act of 1934.
Applied Digital Corporation filed an amended report detailing new lease and credit support arrangements for two Polaris Forge 1 data centers in Ellendale, North Dakota.
For its 100 MW ELN-02 facility, two data halls were shifted from the existing CoreWeave Inc. parent lease to a new lease with a CoreWeave special-purpose vehicle on substantially the same terms, with the parent lease term for those halls suspended during the SPV lease. CoreWeave Inc. provided an Unconditional Springing Guaranty for the SPV’s ELN-02 obligations and agreed to deliver a $50,000,000 letter of credit to secure the ELN-02 parent lease. For the 150 MW ELN-03 facility, CoreWeave’s lease was assigned to the same SPV, and CoreWeave Inc. issued a similar guaranty.
The company notes that refinanced indebtedness tied to these facilities received an investment grade A3 rating, compared with CoreWeave Inc.’s BB rating, and that, together with the new guarantees and letter of credit, these actions are favorable to holders of its 9.250% notes due 2030.
Applied Digital Corporation filed an amended current report to correct and clarify the performance stock unit (PSU) award terms for its President, Jason Zhang. The company entered into an Amended and Restated Performance Stock Unit Award Agreement on March 10, 2026, replacing the original February 6, 2026 agreement.
The correction fixes a scrivener’s error in how performance “Hurdles” are calculated. Existing Polaris Forge 1 data centers now count toward the metrics, and only certain Hurdles require contracts with investment-grade hyperscalers, while others can include contracts with any hyperscaler. Related change-in-control PSU treatment was conformed, and all other material PSU terms remain unchanged.
Applied Digital Corporation reported that its subsidiary APLD ComputeCo 2 LLC completed a private offering of $2.15 billion of 6.750% Senior Secured Notes due 2031. The notes were issued at 98% of principal and are secured obligations under an indenture with Wilmington Trust as trustee and collateral agent.
Interest is payable semi-annually each March 15 and September 15, with scheduled principal amortization beginning after the final commencement date for all datacenter leases in effect on the issue date. The issuer can optionally redeem the notes, including make-whole and equity-claw provisions, on terms set out in the indenture.
Gross offering proceeds have been placed into a segregated escrow account and are intended to fund development and construction of 200 megawatts of critical IT load at the Polaris Forge 2 AI Factory campus in Harwood, North Dakota, related project accounts, and transaction costs. The company has provided a completion guarantee to support project build-out. The compensation committee also approved a $750,000 additional bonus for the Chief Financial Officer, Saidal Mohmand, recognizing his role in completing financings for the Polaris Forge 1 and Polaris Forge 2 campuses.
Applied Digital Corporation has entered into an unconditional Guarantee in favor of The Babcock & Wilcox Company, backing all obligations of Base Electron, Inc. under a Design-Build Agreement for a power generation facility with an expected nameplate capacity of about 1.2 GW.
The Design-Build Agreement has an anticipated total contract price of approximately $2.4 billion, and the Guarantee is treated as an off-balance sheet arrangement. Applied Digital’s obligations continue until all Design-Build obligations are fully performed, though the company can terminate the Guarantee if Base Electron lists its equity on a national exchange, completes a qualifying financing of at least $50 million while current on payments to B&W, or if Applied Digital pays a termination fee of $50 million by August 1, 2026 (or $100 million thereafter).
As partial consideration, Base Electron will issue to Applied Digital 10% of its outstanding equity. Base Electron is an independent power producer formed by certain executive officers, directors and/or affiliates of Applied Digital to develop dedicated power for data center operations, including potentially serving Applied Digital under future power supply agreements. The Board, acting through its Audit Committee and disinterested directors, approved this related-party transaction.
Applied Digital Corporation, through its subsidiary APLD ComputeCo 2 LLC, has priced a $2.15 billion offering of 6.750% senior secured notes due 2031 at an issue price of 98% in a private transaction for institutional and non-U.S. investors.
Net proceeds are intended to fund development and construction of 200 megawatts of critical IT load at the Polaris Forge 2 AI Factory campus in Harwood, North Dakota, to fund designated project accounts such as a debt service reserve, and to pay related fees and expenses.
The notes will be fully and unconditionally guaranteed by current and future subsidiaries of APLD Compute 2 and secured by first-priority liens on substantially all of their assets and the equity of APLD Compute 2. Closing is expected on or around March 10, 2026, subject to market and other conditions.
Applied Digital Corporation announced that its subsidiary, APLD ComputeCo 2 LLC, intends to offer $2.15 billion aggregate principal amount of senior secured notes due 2031 in a private offering to institutional investors under Rule 144A and Regulation S.
APLD ComputeCo 2 LLC plans to use the net proceeds to fund development and construction of 200 megawatts of critical IT load at the Polaris Forge 2 AI Factory campus in Harwood, North Dakota, which is currently leased to Oracle, to fund specified project accounts such as a Debt Service Reserve Account, and to pay related fees and expenses. The notes will be fully and unconditionally guaranteed by certain existing and future subsidiaries and secured by first‑priority liens on substantially all assets of APLD Compute 2 and the guarantors, as well as equity interests in APLD Compute 2. Applied Digital will provide customary completion guarantees for the Polaris Forge 2 project.
Applied Digital Corporation entered into a Contribution and Exchange Agreement to combine its cloud business with Ekso Bionics Holdings in a stock-for-stock transaction. Applied’s subsidiary will contribute all 1,200 outstanding shares of Applied Digital Cloud Corporation to Ekso in exchange for 138,216,820 new Ekso common shares.
After closing, Applied’s contributor entity is expected to own about 97% of the combined company, which will be renamed ChronoScale Corporation, while Ekso remains the parent entity. Closing depends on stockholder approvals, SEC-cleared disclosure documents, minimum cash and cash equivalents of at least $15,000,000 at Ekso, a concurrent PIPE financing, Nasdaq listing approval and customary conditions.
An Investor Rights Agreement will give Applied-affiliated investors the right to designate up to four of seven directors, including the chairman, while they hold a majority of voting power, with board representation and various consent and preemptive rights stepping down as their ownership falls below 25%, 10% and 30% thresholds. The companies currently expect closing in the second quarter of 2026, though completion is not assured.
Applied Digital Corporation approved large, long-term equity awards for President and Co-Founder Jason Zhang and Chief Financial Officer Saidal Mohmand. Zhang received 1,500,000 performance stock units (PSUs) and 500,000 restricted stock units (RSUs), while Mohmand received 750,000 PSUs and 250,000 RSUs under the 2024 Omnibus Equity Incentive Plan.
The PSUs vest only if ambitious hyperscaler contract, capacity, and net operating income targets are met over multi-year periods, with additional rules for Change in Control and certain terminations. RSUs vest over five years, with partial or full acceleration on specific termination events. The Board notes the PSUs and RSUs each represent less than 1% of shares outstanding as of the grant date and are intended to replace future equity grants for the next five years, aligning the executives’ incentives with long-term growth in high-performance computing data center operations.
Applied Digital Corporation reported a management change as its board approved the transition of co-founder and Chief Strategy Officer Jason Zhang to the role of President and Co-Founder, effective January 14, 2026. He will continue to work closely with Chairman and CEO Wes Cummins.
The company amended Zhang’s existing employment agreement so he will serve as President with an annual base salary of $700,000, subject to annual review. The filing notes he has no related-party transactions requiring disclosure and no family relationships with directors or executive officers. Applied Digital also issued a press release on January 15, 2026 announcing his appointment.
Applied Digital Corporation approved a major long-term equity package for Chairman and CEO Wes Cummins under its 2024 Omnibus Equity Incentive Plan. The Board granted 4,500,000 performance stock units (PSUs) and 1,500,000 restricted stock units (RSUs), intended to replace future equity grants for the next five years, absent unexpected changes. Each unit converts into one share of common stock upon vesting.
The PSUs vest only if the company’s average closing stock price over 90 consecutive days reaches stock price hurdles of $50, $75 and $100, with 1,500,000 PSUs tied to each level, and must be achieved within five years. The RSUs vest over five years, with 300,000 units vesting after one year and 150,000 every six months thereafter. The company notes the PSU award equals about 1.6% and the RSU award less than 0.6% of shares outstanding as of the grant date, and emphasizes retention, alignment with stockholders, and stock-price-based value creation.
Applied Digital Corporation filed a current report to disclose that it has released its financial results for the second fiscal quarter ended November 30, 2025. The company announced these results in a press release dated January 7, 2026, which is attached to the report as Exhibit 99.1 and incorporated by reference. The report also clarifies that the earnings information in Item 2.02 and Exhibit 99.1 is being furnished, not filed, so it is not subject to certain liability provisions of the Exchange Act or automatically incorporated into other securities 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 (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 (APLD) announced that its subsidiary, APLD ComputeCo LLC, intends to offer $2.35 billion aggregate principal amount of senior secured notes due 2030 in a private placement to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, subject to market conditions and other factors.
The company furnished selected investor presentation slides as Exhibit 99.1. The announcement is not an offer to sell or a solicitation to buy securities.
Applied Digital Corporation announced that its subsidiary, APLD ComputeCo LLC, intends to offer $2.35 billion aggregate principal amount of senior secured notes due 2030 in a private offering. The transaction is subject to market conditions and other factors and will be offered to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
The company furnished a press release as Exhibit 99.1. This announcement is not an offer to sell or a solicitation of an offer to buy any securities.
Applied Digital Corporation reported stockholder actions from its November 5, 2025 annual meeting. Stockholders approved an amendment to the 2024 Omnibus Equity Incentive Plan to increase shares authorized for issuance under the plan by 15,000,000. They also approved a charter amendment increasing the company’s authorized common stock to 600,000,000 shares (par value $0.001).
Directors were elected to serve until the 2026 annual meeting, CBIZ CPAs P.C. was ratified as the independent auditor for the fiscal year ending May 31, 2026, and the advisory vote on executive compensation was approved. An adjournment proposal was also approved should additional solicitation have been needed. These actions expand equity plan capacity and authorized share capital while confirming board composition and auditor appointment.
Applied Digital Corporation furnished an update under Item 7.01. The company announced it has entered into a lease agreement at its state-of-the-art, purpose-built Polaris Forge 2 Campus, which is under construction near Harwood, North Dakota.
The company also posted an updated investor presentation on its website and attached the press release and presentation as Exhibits 99.1 and 99.2. The furnished information is not deemed filed under the Exchange Act.
Applied Digital (APLD) amended its Preferred Equity Purchase Agreement to expand available funding for its North Dakota data centers and general corporate needs. The aggregate commitment for Series G Convertible Preferred Stock rose from $590.0 million to $1.590 billion.
The amendment sets a $75,000,000 maximum per put issuance, limits puts to one every seven business days, and caps the stated value outstanding at any time at $75,000,000. Terms were adjusted to increase the original discount from 2% to 3%, eliminate the placement agent fee, and remove the prohibition on Variable Rate Transactions. Common shares issuable upon conversion of the Series G are required to be registered for resale as soon as practicable after November 5, 2025, and no later than November 12, 2025.
Separately, the Company amended its Certificate of Designations to increase authorized Series G shares from 204,000 to 1,030,000 and raised the Floor Price minimum from $4.33 to $4.48, with the Board able to adjust the applicable Floor Price for any put.
Applied Digital Corporation amended the Certificate of Designations for its Series G Convertible Preferred Stock. Effective October 14, 2025, the Company increased the Floor Price used to set the minimum conversion price to $34.00 from $22.00. The Floor Price is the lowest level at which the preferred shares may convert, and it may not be reduced unless the Company decides to do so at its discretion.
Applied Digital Corporation closed an amended investment partnership with Macquarie Asset Management affiliates to help fund its Polaris Forge 1 high-performance computing data center in North Dakota. Through an indirect subsidiary, the company sold 112,500 preferred units at $1,000 each for total proceeds of $112.5 million and, for no additional consideration, issued common units equal to 7.5% of the subsidiary’s fully diluted common equity immediately after closing. The subsidiary’s new limited liability company agreement grants the Macquarie-led investor customary governance, information and transfer rights and provides for mandatory redemption of its units at a liquidation preference if the subsidiary represents at least 80% of the company’s value in a sale. Applied Digital also issued warrants to Macquarie-designated affiliates to buy 2,400,000 company common shares at $8.29 per share, which become exercisable if the investor funds a total of $450 million for Polaris Forge 1, and agreed to register the resale of the warrant shares.
Applied Digital Corporation filed a current report describing that on October 9, 2025 it issued a press release with its financial results for the first fiscal quarter ended August 31, 2025. The press release is included as Exhibit 99.1 and is incorporated by reference for informational purposes. The company also clarifies that the information in this earnings-related item and Exhibit 99.1 is furnished and not deemed filed under the Securities Exchange Act, which affects how it is treated for certain legal liabilities and incorporation into other securities filings.
Applied Digital Corporation amended the terms of its Series G Convertible Preferred Stock by filing a Certificate of Designations Amendment on September 25, 2025. The amendment increases the "Floor Price" used to set the minimum conversion price for the Series G preferred shares to $22.00, up from $12.50. This Floor Price establishes the lowest price at which the preferred stock can convert into common stock, and that price cannot be reduced unless the company decides to do so in its discretion.
Applied Digital Corporation filed an amended current report to add a missing exhibit to a previously filed Form 8-K. The amendment attaches Exhibit 10.1, a Building 4 Datacenter Lease dated August 28, 2025, between subsidiary APLD ELN-02 C LLC and CoreWeave, Inc. No other information from the original Form 8-K, including Items 1.01, 3.02 and 8.01, has been changed.
Applied Digital Corporation entered into a new long-term datacenter lease with CoreWeave for Building 4 at its 400MW Polaris Forge 1 campus in Ellendale, North Dakota. Building 4 will add 150MW of capacity and brings CoreWeave’s total leased capacity at the site to 400MW. The facility is in the design phase and is expected to be service-ready in mid 2027.
The Building 4 Lease runs for approximately 15 years with an expected total contract value of about $4.0 billion, and Applied Digital has guaranteed its subsidiary’s obligations under the lease. In connection with the agreement, the company issued CoreWeave a warrant to purchase up to 8,393,611 shares of common stock at an exercise price of $10.75 per share. The warrant and underlying shares were issued as unregistered securities in reliance on a private offering exemption, and the company agreed to register the resale of the warrant shares under an existing registration rights agreement.
Applied Digital Corporation entered into a first amendment to its preferred equity purchase agreement to expand financing for its Polaris Forge I data center in North Dakota. The change increases the aggregate commitment for its Series G Convertible Preferred Stock from $150 million to $300 million and removes a prior $75 million cap on any single put issuance, giving the company more flexibility in how much preferred equity it can draw at one time.
The company also amended the Series G certificate of designations to raise the initial conversion floor price to $12.50 from $4.25 and to increase the minimum level to which that floor price can be reduced to $4.33 from $1.34. The floor price sets the minimum level for converting the Series G preferred into common stock, which can only be lowered if the company chooses to do so.
Applied Digital Corporation (APLD) announced a change in its independent registered public accounting firm. On June 18, 2025, Marcum LLP resigned following its attest business acquisition by CBIZ CPAs P.C. effective November 1, 2024. CBIZ CPAs was subsequently appointed as the company's new auditor with Audit Committee approval.
Key points regarding the transition:
- Marcum's audit reports for FY2023 and FY2024 contained no adverse opinions or modifications
- No disagreements existed between Marcum and Applied Digital on accounting principles, practices, or procedures
- A material weakness in internal control over financial reporting was disclosed in FY2024 Annual Report
- No prior consultations occurred between Applied Digital and CBIZ CPAs regarding accounting principles or audit opinions
The company has filed Marcum's letter dated June 20, 2025, confirming these statements as Exhibit 16.1.