{"url_path":"/sec/apld/8-k/2026-06-26/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":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1144879/0001493152-26-030333-index.html","accession_number":"0001493152-26-030333","cik":"0001144879","ticker":"APLD","issuer_name":"Applied Digital Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1144879/0001493152-26-030333-index.html","primary_entity_key":"0001144879","primary_entity_name":"Applied Digital Corp."},"word_count":694,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\n**Credit\nAgreement**\n\n \n\n**Incremental\nAssumption Agreement**\n\n \n\nOn\nJune 26, 2026, APLD Intermediate HoldCo LLC (the “Borrower”), a Delaware limited liability company and wholly-owned subsidiary\nof Applied Digital Corporation, a Nevada corporation (the “Company”), entered into Incremental Assumption Agreement No. 1\n(the “Incremental Assumption Agreement”), which modified, as further described below, that certain Credit Agreement, dated\nas of May 29, 2026 (the “Closing Date”), by and among the Company, as holdings, the Borrower, the lenders and issuing banks\nfrom time to time party thereto, and First National Bank of Omaha, as administrative agent and collateral agent (the “Original\nCredit Agreement” and, as modified by the Incremental Assumption Agreement, the “Credit Agreement”). Capitalized terms\nused but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement. The Incremental Assumption Agreement\namends the Original Credit Agreement to, among other things, increase the aggregate principal amount of the revolving credit commitments\nunder the Original Credit Agreement to $430.0 million which caused the Credit Agreement to become material to the Company and thereby\nrequires disclosure under this Current Report on Form 8-K.\n\n \n\n**Material\nTerms of the Credit Agreement**\n\n** **\n\nThe\nCredit Agreement provides for a secured revolving credit facility (the “Credit Facility”) in an aggregate principal amount\nof up to $430.0 million. The Credit Facility will mature on May 28, 2029, and includes a $430.0 million letter of credit sub-facility,\nwhich reduces overall availability. The Credit Agreement allows the Borrower to increase revolver commitments or draw on term loans under\nthe Credit Facility up to an aggregate amount not to exceed an additional $120.0 million for a total of $550.0 million.\n\n \n\nThe\nCredit Facility bears interest at a rate equal to (i) an applicable margin, plus (ii) at our option, either (x) the Secured Overnight\nFinancing Rate for the applicable corresponding tenor (“Term SOFR”) as published by CME Group Benchmark Administration, subject\nto a Floor of 0.00% or (y) a base rate determined by reference to the highest of (a) the prime commercial lending rate published by the\nWall Street Journal, (b) the federal funds rate plus 0.50%, (c) the one-month Term SOFR rate plus 1.00% and (d) 1.00%. The applicable\nmargin will be 2.25%, in the case of Term SOFR-based loans, and 1.25% in the case of base rate-based loans.\n\n \n\nThe\nCredit Facility will be fully and unconditionally guaranteed by the Company and each Restricted Subsidiary of the Company, subject to\ncustomary exceptions. The Credit Agreement contains provisions that facilitate separate financing of data center and related development\nprojects by project entities.\n\n \n\nThe\nCredit Agreement contains (i) certain customary representations and warranties, (ii) certain customary affirmative covenants, (iii)\ncertain customary negative covenants and (iv) certain customary events of default, including, among other things, certain events of\nbankruptcy. If such an event of default occurs, the lenders under the Credit Agreement could be entitled to terminate the lending\ncommitments and accelerate amounts due under the Credit Agreement.\n\n \n\nThe foregoing descriptions of the Original Credit Agreement\nand the Incremental Assumption Agreement do not purport to be complete and are qualified in their entirety by reference to the full\ntext of the Original Credit Agreement and the Incremental Assumption Agreement, copies of which are filed as Exhibits 10.1 and 10.2,\nrespectively, hereto and incorporated herein by reference herein.\n\n \n\n**Sixth\nAmendment to the Preferred Equity Purchase Agreement**\n\n** **\n\nOn\nJune 26, 2026, the Company also entered into the sixth amendment (the “Sixth Amendment”) to the Preferred Equity Purchase\nAgreement, dated April 30, 2025, by and between the Company and the investors signatory thereto (as amended from time to time, the “PEPA”)\nin order to provide more availability under the PEPA facility.\n\n \n\nThe\nSixth Amendment amends the PEPA to increase the aggregate commitment amount under the PEPA for the issuance of shares of Series G Convertible\nPreferred Stock, par value $0.001 per share (the “Series G Preferred Stock”), from $1,590,000,000 to $2,000,000,000.\n\n \n\nThe\nforegoing description of the Sixth Amendment is qualified in its entirety by reference to the full text of the Sixth Amendment, a form\nof which is attached hereto as Exhibit 10.3 and is incorporated in its entirety by reference herein."}