{"url_path":"/sec/apld/8-k/2026-06-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/1144879/0001493152-26-028899-index.html","accession_number":"0001493152-26-028899","cik":"0001144879","ticker":"APLD","issuer_name":"Applied Digital Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1144879/0001493152-26-028899-index.html","primary_entity_key":"0001144879","primary_entity_name":"Applied Digital Corp."},"word_count":951,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n** **\n\n**Senior\nSecured Notes Offering**\n\n \n\n*General*\n\n \n\nOn\nJune 16, 2026, APLD ComputeCo 3 LLC (the “Issuer”), a subsidiary of Applied Digital Corporation (the “Company”\nor “Applied Digital”), completed its previously announced private offering of 7.000% Senior Secured Notes due 2031 (the “notes”).\nThe notes were sold under a purchase agreement, dated as of June 9, 2026, entered into by and among the Issuer, the subsidiary guarantors\nparty thereto (the “Subsidiary Guarantors”) and Goldman Sachs & Co. LLC (“Goldman Sachs”) as the representative\n(the “Representative”) of the several initial purchasers named in Schedule I thereto (the “Initial Purchasers”),\nfor resale to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933,\nas amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the\nSecurities Act. The aggregate principal amount of notes sold in the offering was $1.59 billion.\n\n \n\nThe\nnotes were issued at a price equal to 100.000% of their principal amount. The Issuer intends to use the net proceeds from the offering\nto (i) fund the construction and associated expenses of 150 megawatts of critical IT load (“ELN-04”) at Polaris Forge 1,\nApplied Digital’s AI Factory campus at Ellendale, North Dakota, (ii) repay the aggregate principal balance plus any accrued interest\nunder the Credit and Guaranty Agreement with Goldman Sachs Bank USA, as administrative agent and as collateral agent and the lenders\nparty thereto, which was provided as a bridge loan facility, (iii) fund debt service reserves, and (iv) pay transaction expenses.\n\n \n\n*Indenture*\n\n \n\nOn\nJune 16, 2026, the Issuer, APLD HPC Holdings 2 LLC (the direct parent of the Issuer), and the Subsidiary Guarantors entered into an indenture\n(the “Indenture”) with respect to the notes with Wilmington Trust, National Association, as trustee (the “Trustee”)\nand collateral agent (the “Collateral Agent”). The notes are senior secured obligations of the Issuer and bear interest at\na rate of 7.000% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2026.\nThe notes mature on June 15, 2031, unless earlier redeemed or repurchased in accordance with their terms. The principal amount of the\nnotes amortize on a semi-annual basis on June 15 and December 15 of each year (each, a “Payment Date”), beginning on the\nfirst Payment Date following the final Commencement Date (as defined in the Indenture) which occurs with respect to all datacenter leases\nin effect on the Issue Date (as defined in the Indenture), in amounts set forth in the Indenture. Required amortization is subject to\nadjustment in case of partial redemption or repurchase or, in certain circumstances, the issuance of additional notes.\n\n \n\n*Redemption*\n\n \n\nOn\nor after June 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\nprices set forth in the Indenture. Prior to June 15, 2028, the Issuer may redeem the notes at its option, in whole at any time or in\npart from time to time, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a “make-whole”\npremium and accrued and unpaid interest, if any. In addition, prior to June 15, 2028, the Issuer may redeem up to 40% of the aggregate\nprincipal amount of the notes in an amount not to exceed the amount of the proceeds of certain equity offerings, at the redemption price\nset forth in the Indenture, plus accrued and unpaid interest.\n\n \n\n \n\n \n\n \n\n*Certain\nCovenants*\n\n \n\nThe\nIndenture limits the ability of the Issuer and the Subsidiary Guarantors to, among other things: (i) incur or guarantee additional indebtedness;\n(ii) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; (iii) make certain\ninvestments; (iv) create or incur liens; (v) consummate certain asset sales; (vi) enter into sale and lease back transactions; (vii)\nhold assets or conduct operations unrelated to the operation of the Facilities and certain additional projects; (viii) engage in certain\ntransactions with its affiliates; and (ix) merge, consolidate or transfer or sell all or substantially all of its assets. These covenants\nare subject to a number of important qualifications and exceptions as set forth in the Indenture. Additionally, upon the occurrence of\nspecified change of control events, the Issuer must offer to repurchase the notes at 101% of the principal amount, plus accrued and unpaid\ninterest, if any, to, but excluding, the purchase date. The Indenture also provides for customary events of default.\n\n \n\nThe\nforegoing description of the Indenture and the notes does not purport to be complete and is qualified in its entirety by reference to\nthe 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\nas Exhibits 4.1 and 4.2 hereto and is hereby incorporated herein by reference.\n\n \n\n*Completion\nGuarantee*\n\n \n\nThe\nCompany has provided a customary completion guarantee with respect to each Project (as defined in the Indenture) related to the Facilities,\nwhich requires the Company to provide the Issuer funds as necessary to ensure the completion of the Construction Period (as defined in\nthe Indenture) and, to the extent applicable under any respective datacenter lease, the occurrence of the Phase 1 Commencement Date under\nand as defined in such datacenter lease prior to the applicable Outside Completion Date (as defined in such datacenter lease) subject\nto any applicable extensions to such date pursuant to such datacenter lease, in the event that the proceeds of the notes and the available\nfunds (including previous equity contributions from the Company) are insufficient to do so."}