Applied Digital SEC Filings

Applied Digital Corp. president Jason Gechen Zhang reported a tax-related share withholding rather than a market trade. On March 12, 2026, 93,037 shares of common stock at $27.48 per share were withheld to cover tax obligations tied to vesting restricted stock units, leaving him with 1,815,128 shares directly owned.

Footnotes explain this was not an actual sale or open-market transaction. They also note two outstanding restricted stock unit awards of 500,000 RSUs each, which convert into common shares on a one-for-one basis subject to multi-year vesting schedules and continued full-time employment conditions.

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 Corp. Chief Operating Officer Laura Laltrello reported a tax-related share withholding connected to restricted stock unit (RSU) vesting, not an open-market trade. On January 6, 2026, 82,764 shares of common stock were withheld at 30.2700 per share to satisfy tax obligations.

Following this withholding, Laltrello directly owned 517,236 shares of common stock. Footnotes explain this stems from RSUs that immediately vested and clarify the transaction was solely for tax purposes and did not constitute an actual sale.

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.

Hood River Capital Management LLC reports beneficial ownership of 22,037,431 shares of Applied Digital Corp common stock, representing 7.89% of the class as of December 31, 2025. Hood River has sole power to dispose of these shares but no power to vote them.

The firm certifies the position was acquired and is held in the ordinary course of business, without the purpose or effect of changing or influencing control of Applied Digital. The filing is signed by Robert Schmaltz, CCO and COO of Hood River.

Applied Digital Corp. investor Jane Street Group, LLC reports beneficial ownership of 20,743,643 shares, or 7.0% of the company’s common stock. All voting and dispositive power over these shares is shared rather than sole.

The reported position includes 15,960,068 shares that can be acquired from warrants held by Jane Street Global Trading, LLC, using a total share count of 295,223,594 for the ownership calculation. Jane Street certifies the securities are not held to change or influence control of Applied Digital.