Form 8-K

8-K — Applied Digital Corp.

Accession: 0001493152-26-027979

Filed: 2026-06-09

Period: 2026-06-09

CIK: 0001144879

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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

9, 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

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

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

8.01.

Other

Events.

June 9, 2026, Applied Digital Corporation (the “Company”) issued a press release announcing that APLD ComputeCo 3 LLC, its

subsidiary, priced its offering of $1.59 billion aggregate principal amount of 7.000% senior secured notes due 2031 (the “Offering”)

at an issue price of 100%. The Offering is expected to close on or around June 16, 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 3 LLC intends to use the net proceeds from the Offering to (i) fund the construction and associated expenses of 150 megawatts

of critical IT load (“ELN-04”) at Polaris Forge 1, Applied Digital’s AI Factory campus at Ellendale, North Dakota,

(ii) repay the aggregate principal balance plus any accrued interest under the Credit and Guaranty Agreement with Goldman Sachs Bank

USA, as administrative agent and as collateral agent and the lenders party thereto, which was provided as a bridge loan facility, (iii)

fund debt service reserves, and (iv) pay transaction expenses.

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 June 9, 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:

June 9, 2026

By:

/s/

Saidal Mohmand

Name:

Saidal

Mohmand

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Applied Digital Announces Pricing of $1.59 Billion

of Senior Secured Notes to fund

the Fourth Building at Polaris Forge 1

DALLAS, June 9, 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 3 LLC (“APLD ComputeCo

3”), has priced a $1.59 billion offering (the “Offering”) of 7.000% senior secured notes due 2031 (the “Notes”)

at par. 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 June 16, 2026, subject to

market and other conditions.

APLD ComputeCo 3 intends

to use the net proceeds from the Offering to (i) fund the construction and associated expenses of 150 megawatts of critical IT load at

the fourth building (“ELN-04”) at Polaris Forge 1, Applied Digital’s AI Factory campus at Ellendale, North Dakota, (ii)

repay the aggregate principal balance plus any accrued interest under the Credit and Guaranty Agreement with Goldman Sachs Bank USA, as

administrative agent and as collateral agent and the lenders party thereto, which was provided as a bridge loan facility, (iii) fund debt

service reserves, and (iv) pay transaction expenses.

The Notes will be fully and

unconditionally guaranteed by APLD ComputeCo 3’s future and existing direct and indirect subsidiaries, which as of today include

APLD ELN-04 HoldCo LLC, APLD ELN-04 LLC and APLD ELN-04 LandCo LLC (collectively, the “Guarantors”). The Notes and related

guarantees will be secured by first-priority liens on (i) substantially all assets of APLD ComputeCo 3 and the Guarantors, other than

certain excluded property, and (ii) all equity interests of APLD ComputeCo 3 held by APLD HPC Holdings 2 LLC, a Delaware limited liability

company and the direct parent company of APLD ComputeCo 3.

Applied Digital will provide

a customary completion guarantee with respect to the ELN-04 project, under which it will fund APLD ComputeCo 3 as necessary to ensure

the timely completion of the ELN-04 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 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 ComputeCo 3 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

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