Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Senior Secured Notes Offering

General

On June 16, 2026, APLD ComputeCo 3 LLC (the "Issuer"), a subsidiary of Applied Digital Corporation (the "Company" or "Applied Digital"), completed its previously announced private offering of 7.000% Senior Secured Notes due 2031 (the "notes"). The notes were sold under a purchase agreement, dated as of June 9, 2026, entered into by and among the Issuer, the subsidiary guarantors party thereto (the "Subsidiary Guarantors") and Goldman Sachs & Co. LLC ("Goldman Sachs") as the representative (the "Representative") of the several initial purchasers named in Schedule I thereto (the "Initial Purchasers"), for resale 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 aggregate principal amount of notes sold in the offering was $1.59 billion.

The notes were issued at a price equal to 100.000% of their principal amount. The Issuer 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.

Indenture

On June 16, 2026, the Issuer, APLD HPC Holdings 2 LLC (the direct parent of the Issuer), and the Subsidiary Guarantors entered into an indenture (the "Indenture") with respect to the notes with Wilmington Trust, National Association, as trustee (the "Trustee") and collateral agent (the "Collateral Agent"). The notes are senior secured obligations of the Issuer and bear interest at a 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. The notes mature on June 15, 2031, unless earlier redeemed or repurchased in accordance with their terms. The principal amount of the notes amortize on a semi-annual basis on June 15 and December 15 of each year (each, a "Payment Date"), beginning on the first Payment Date following the final Commencement Date (as defined in the Indenture) which occurs with respect to all datacenter leases in effect on the Issue Date (as defined in the Indenture), in amounts set forth in the Indenture. Required amortization is subject to adjustment in case of partial redemption or repurchase or, in certain circumstances, the issuance of additional notes.

Redemption

On or 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 prices 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 part from time to time, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus a "make-whole" premium and accrued and unpaid interest, if any. In addition, prior to June 15, 2028, the Issuer may redeem up to 40% of the aggregate principal amount of the notes in an amount not to exceed the amount of the proceeds of certain equity offerings, at the redemption price set forth in the Indenture, plus accrued and unpaid interest.