Form 8-K

8-K — Host Digital Inc.

Accession: 0001493152-26-044804

Filed: 2026-09-29

Period: 2026-09-29

CIK: 0001948864

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 29, 2026

HOST

DIGITAL INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42274

88-4128927

(State

or Other Jurisdiction

(Commission

(I.R.S.

Employer

Incorporation)

File

Number)

Identification

No.)

3800

North 28th Way, Unit# 1

Hollywood,

Florida, 33020

(Address

of Principal Executive Office) (Zip Code)

(305)

600-5004

(Registrant’s

telephone number, including area code)

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:

☐

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))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A common stock

HOST

NYSE

American

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. ☐

Item

7.01 Regulation

FD Disclosure.

September 29, 2026, Host Digital Inc. (the “Company”), issued a letter to its shareholders from its Chief Executive Officer

to provide supplemental information and business updates regarding the Company and its business following the Company’s merger

transaction and public listing completed earlier this month. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated

herein by reference.

The

information furnished pursuant to this Item 7.01, including Exhibit 99.1 shall not be deemed to be “filed” for the purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability

of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange

Act, except as expressly set forth by specific reference in such filing.

Item

9.01 Financial

Statements and Exhibits.

(c)

Exhibits

Exhibit

Number

Description

99.1

Letter to Shareholders, dated September 29, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

HOST

DIGITAL INC.

Date:

September

29, 2026

By:

/s/

John Ollet

John

Ollet

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Host

Digital Letter to Shareholders

NEW

YORK, NY, Sept. 29, 2026 (GLOBE NEWSWIRE) — Host Digital Inc. (NYSE American: HOST) (“Host Digital” or the

“Company”), a vertically integrated digital infrastructure company that develops, acquires, owns, and operates institutional-quality,

RightScaled data centers for artificial intelligence (“AI”) and high-performance computing (“HPC”), issued the

below letter to shareholders on behalf of its CEO Harmol Samra.

Dear

fellow shareholders,

With

our merger complete and Host Digital now a public company, I want you to hear directly from me about the business we’re building

and where I believe we can take it. As CEO and a significant shareholder, my priority is to build lasting value for the people who own

this company. Keeping you informed about our progress and the decisions we make is an important part of that job.

The

opportunity I see for Host Digital starts with a building, power that’s already there, and a customer who needs a place to put

it to work. Bringing those pieces together takes experience, financing, and a great deal of work. That’s the business we’re

building. Because right now, one of the scarcest resources in computing is a place to plug in the chips, with power already flowing.

That’s the gap Host is built to fill.

Host

Digital develops, owns, and operates data centers for customers running AI and other demanding computing workloads. We provide the buildings,

power, cooling, and supporting infrastructure under long-term take-or-pay leases. We don’t buy or finance the customer’s

computers or processing chips. Our focus is on the power, the building, the lease, and the opportunity to expand as customers grow.

For

those who came to Host through Healthy Choice Wellness, this is a very different chapter. Our merger brought a data center business into

the public company. I’d like you to get to know me, understand what we’re building, and see how we expect that work to create

value for you.

I’ve

spent more than a decade in digital infrastructure and real estate investing, including roles at ICONIQ Capital, Starwood Capital Group,

and PGIM Real Estate. At ICONIQ, we built IPI, a digital infrastructure investment platform that grew to a portfolio of 82 data centers

with more than 2.2 gigawatts of leased capacity.

When

I started in this business, a 50-megawatt data center was considered hyperscale. IPI’s facilities averaged well below that size

while serving some of the world’s largest technology companies. We started Host to put that experience to work with existing infrastructure

and lasting customer relationships.

Host, we want to build a diversified portfolio of what we call RightScaled data centers, starting with 20 to 100 megawatts of grid power

and room to expand where the site allows. Our team has spent the past two years looking for sites with power flowing today or a clear

path to power in the near term, so we can work toward delivery in months, not years. Our Sponsor already has four additional sites in

its pipeline with more than 450 megawatts of potential gross power capacity, which could be delivered to tenants by the end of 2027.

We’re also working on larger projects for 2028 and continuing to look for opportunities across the country to support growth well

beyond that. Our model is to lease these facilities for the long term to customers with investment-grade credit or backing. With those

customer commitments in place, we aim to secure competitive financing for each project on a standalone basis. The goal is to keep each

project’s financing tied to that project and protect the broader company from the financial risks of any one site.

There’s

a financing reason for that size, too. Securing the enormous capital commitments behind a mega-campus is becoming increasingly difficult

as interest rates rise and lenders scrutinize power availability, construction timelines, and when rent will begin. For these mega-campuses,

the sheer amount of capital required creates a financing hurdle even with a strong customer behind the lease.

believe our RightScaled approach puts Host in a sweet spot, with the capacity customers need and a more manageable amount of capital

to get a facility up and running. Pair that with available power and a long-term lease, and we believe we can offer lenders a compelling

project to finance.

For

that plan to work, each investment must fit what a customer needs. That connection guides how I think about sites, designs, and capital.

If we understand the customer’s plans and deliver well, we have a chance to build relationships that last well beyond the first

project.

Why

we start with existing infrastructure

and other computing workloads need uninterruptible electricity, cooling, and buildings designed to keep equipment running. Finding a

suitable property is only part of the job. For a new site without power, the wait for a grid connection is measured in years, and capital

alone won’t shorten it.

look for places where some of that work has already been done. An existing industrial property may have electrical infrastructure and

access to power that would take years to establish elsewhere. Some also have a building shell we can adapt for the customer. These are

known as brownfield or retrofit opportunities. Putting that existing foundation to work is at the heart of our Speed to Power approach.

The

real work is deciding whether the foundation is worth building on. We examine the power rights, the utility’s ability to deliver,

any existing buildings or building pads, and the upgrades a customer requires. Starting with existing infrastructure can shorten the

path, while the finished facility still must meet the customer’s standards.

building with power already flowing gets our attention. From there, we need to understand how electricity reaches the site, what equipment

distributes it, how the facility will be cooled, and how its systems will be maintained. The value depends on how much of the existing

infrastructure we can use and what it will take to deliver a reliable facility for the customer. Experience helps us choose well and

avoid spending time on a site that won’t fit.

Where

power, land, and customer requirements allow, a site’s expansion potential may give us another way to serve the same customer.

Knowing their plans and operating the facility well can help us see where another investment would be useful. That’s the kind of

understanding I want behind our growth.

Making

the idea real at Site I

Our

first project in northeast Oklahoma is at an energized site with an existing industrial building and a utility-owned electrical substation.

We’ve acquired the electrical service agreements for the site. The customer lease covers 55 megawatts of gross capacity, the total

power available at the site. After allowing for cooling and the facility’s other systems, this customer’s design provides

43 megawatts of critical IT capacity, the power available for its computing equipment.

August, we signed a 15-year lease with approximately $1.25 billion of contracted base-term rent, including 3% annual increases. The lease

is take-or-pay, which means the customer pays for the capacity it has reserved, even if it doesn’t use all of it. The signed lease

gives us a binding customer commitment, with payments beginning once we’ve delivered the facility as required. Those payments remain

subject to the lease’s terms and our performance obligations. We also expect an investment-grade lease backstop to support the

payments, strengthen the credit behind the rental income, and help attract financing for the project.

Securing

a lease with $1.25 billion in contracted rent takes time, experience, and a lot of negotiation. Available power can get a conversation

started, but a customer needs confidence in the design, delivery schedule, operating standards, and financial terms. Above all, they

need to trust the team responsible for delivering the facility. Working through those requirements can mean revisiting the design, budget,

and contract until they fit together. Our team’s experience helps us work through the sticking points and keep the deal moving.

Those

negotiations shape the project itself. The customer’s technical requirements affect what we build, and the construction plan affects

when we can deliver it. The financial terms must support that investment. Getting those pieces to work together takes people who understand

both the facility and the business behind it.

Site

I already has power and a building. We need to complete the facility to our customer’s specifications before delivery and the start

of rent. We’re targeting delivery in the first quarter of 2027, with our focus on finalizing financing, completing the design and

buildout, and testing the systems. That’s how we turn the signed lease into a working data center that serves our customer and

generates revenue for Host for years to come.

How

the business makes money and creates value

Site

I’s lease starts with approximately $67 million of contracted rent in its first year and includes 3% annual increases over the

15-year base term. That adds up to approximately $1.25 billion in contracted rent and gives us a long-term customer commitment to build

around.

Under

the lease, the customer pays the facility’s operating expenses, including electricity, in addition to rent. You can think of the

cash flow as a waterfall, starting with the customer’s rent payments. From that rent, we pay any management and other project costs

that Host bears, along with principal and interest on the project loan. The remaining cash flows to Host, where it can support the business.

invest in getting the facility ready before rent begins. We’re pursuing a loan secured by the site and its lease to fund the remaining

buildout, with repayment coming from rental income. Structuring financing this way is intended to keep the borrowing at the project level

and protect Host as a whole. Once delivered, the facility can serve the customer for years, with annual rent increases built into the

lease.

The

value of the facility can also extend beyond the initial lease. We would still own a turnkey data center building, and the customer holds

renewal options that, if all were exercised, would bring total rent to approximately $3.2 billion over 30 years. That gives us a longer-term

opportunity to serve the customer from the same site.

Bringing

Site I to this stage has taken approximately $40 million in cash investment and drawn on multiple years of development experience, including

securing its long-term customer lease. Our recent offering raised an additional $17.5 million before fees and expenses as Host entered

the public markets. We’re now working to finalize financing suited to Site I and its lease, bringing us closer to putting the site’s

power to work for our customer and turning that commitment into recurring rental revenue for Host.

How

the Sponsor supports our growth

Our

privately held Sponsor, Host Infrastructure Holdings, finds potential sites and does the early work to see whether the power, property,

design, and customer requirements can fit together. It advances the opportunities it believes can become successful data centers.

Projects

stay with the Sponsor while it works through those questions, secures rights, and pursues customer agreements. The aim is to bring Host

projects with signed leases and a clearer understanding of what can be built, who will use it, and how much revenue it can generate.

Finding

power, securing community support and approvals, and working through customer and credit arrangements can take years. Many sites never

reach the leasing stage. Here, the Sponsor has spent the past two years developing its pipeline, and this arrangement is intended to

keep that early work and its costs with the Sponsor. Host can concentrate on opportunities that have made it through that process and

secured a customer lease, with more of the commercial picture in place.

For

shareholders, the benefit we’re seeking is a continuing source of well-developed opportunities. While our team works toward delivering

Site I, the Sponsor can keep advancing potential future sites. That gives us a way to prepare for growth while staying focused on the

project already in front of us.

The

Preferential Rights Agreement gives Host a 24-month period in which it has rights to make the first offer on qualifying Sponsor projects

and match outside offers under the agreement’s terms. Host can also decide to pass. Each acquisition has its own negotiated terms

and approval process, and we consider the customer lease, remaining work, and financing together before deciding whether a project makes

sense for Host.

When

we negotiate a project’s contribution value, the price Host would pay to acquire it, we consider both what it’s worth and

what we still need to invest to complete it. My goal is to agree on a price that leaves room to create value for shareholders after that

remaining investment. We expect the Sponsor to receive most of its payment in Host shares, giving it a continuing stake in the business

we’re building.

The

Sponsor is owned and controlled by Host’s founders, including me, so there are shared interests between the two companies. Our

review of each proposed acquisition needs to focus on what that project and its terms mean for Host’s shareholders.

responsibility as Host’s CEO is to build lasting value for you, our shareholders. For each proposed acquisition, I want a clear

plan for delivering the facility, earning the rent, and strengthening the company you own. Our independent directors review proposed

acquisitions, and Host’s full board reviews and approves transactions under the Preferential Rights Agreement on behalf of all

shareholders. The board will draw on financial, legal, and other advisers as needed to help assess a project’s value and the proposed

terms.

The

Sponsor’s owners are also among Host’s largest shareholders, giving us a substantial stake in the company’s long-term

share value. We expect management’s compensation to be weighted toward equity, so a meaningful part of our financial reward grows

with the value of Host’s shares.

Keeping

you close to the business

Each

time we announce a site or a lease, I’m committed to explaining what it means for you as a Host shareholder. These five questions

will guide those updates. Where a term is still being negotiated, I’ll tell you what’s settled and what remains open.

1. What

does Host own, or expect to acquire, in this project?

2. What

must Host pay to get it?

3. What

must Host spend to deliver it?

4. When

does rent start?

5. What

cash is expected to reach Host after project costs?

first priority is delivering Site I, and growing the portfolio to Site II and beyond. As our team makes progress, I’ll use these

letters and updates to keep you close to the work, explain our decisions, and show you how we’re putting your capital to work.

You’ll

hear about financing, construction, testing, delivery, and the start of rent as the project moves toward operation. I’ll explain

what’s been completed and what comes next. And as we evaluate another site, I want you to understand the opportunity and what Host

would need to invest to pursue it.

You’re

helping us build a business whose customer relationships can last for many years. I want you to see it take shape, from the first facility

we deliver to the opportunities we pursue next. Your investment makes you part of that story, and keeping you informed is part of my

job.

you’d like a closer look at our business, Site I, and our growth plans, you can find our investor presentation at hostdigital.ai.

I’m

excited about what we can build from this first project. We have an energized site, a signed customer lease, and a team working to bring

them together. I want Host to grow into a business customers return to, and shareholders can follow with confidence. Thank you for being

part of it. I look forward to bringing you along as we build.

Harmol

Samra

Chief

Executive Officer

Host

Digital Inc.

ABOUT

HOST DIGITAL

Host

Digital Inc. (NYSE American: HOST) develops, acquires, owns, and operates institutional-quality data centers in the United States that

support AI and HPC workloads. The Company focuses on RightScaled sites of 20 MW to 100 MW with existing or near-term access to power,

leased under long-term contracts to strong or credit-enhanced counterparties. Host Digital seeks to own and control the real estate,

power, and data center infrastructure at each site, and provides turnkey facilities where tenants select and deploy their own compute

infrastructure and model layers.

Through

its wholly owned subsidiaries, the Company also operates a portfolio of 19 natural and organic grocery stores across six states under

the Ada’s Natural Market, Paradise Health & Nutrition, Mother Earth’s Storehouse, Greens Natural Foods, Ellwood Thompson’s,

and GreenAcres Market brands. Healthy Choice Wellness Corp.’s natural and organic grocery business continues to operate as a division

of the Company following the merger.

For

more information, visit www.hostdigital.ai.

FORWARD-LOOKING

STATEMENTS

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including

statements regarding the proposed acquisition and development of one or more data center facilities, including the potential acquisition

of Site II; the expected assets leases and other assets to be acquired from the Sponsor or any other third party; the timing of delivery

of the Company’s data center facilities to tenants; anticipated contracted revenue, lease terms and renewal options; the Company’s

development strategy and ability to execute and scale its business model; and the Sponsor’s potential pipeline and contribution

of additional data center assets to the Company. Statements that are not historical facts are based on current estimates, assumptions

and projections and are not guarantees of future performance. Words such as “anticipates,” “believes,” “expects,”

“intends,” “may,” “plans,” “will,” “would,” “could” and similar

expressions identify forward-looking statements, although not all forward-looking statements contain these words.

Forward-looking

statements are subject to risks and uncertainties that could cause actual results to differ materially, including risks relating to the

completion of the offering on the anticipated terms or at all; the Company’s ability to satisfy the applicable listing requirements;

the Company’s ability to successfully integrate the businesses and realize the anticipated benefits of the offering; the Company’s

ability to obtain required financing, complete development and deliver capacity on schedule; and other factors described in the Company’s

filings with the SEC, including under the header “Risk Factors” in Exhibit 99.2 to the Current Report on Form 8-K filed with

the SEC on September 17, 2026. The Company undertakes no obligation to update these statements except as required by law.

MEDIA

CONTACT

Jessica

Starman

jessica@elev8newmedia.com

888-461-2233

INVESTOR

CONTACT

Jason

Assad

info@bridge-comms.com

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration