Exhibit 99.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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) | ||
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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).
If 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 | ||
| Item 7.01. | Regulation FD Disclosure. |
On June 8, 2026, Applied Digital Corporation (the “Company”) issued a press release announcing that it closed a revolving credit facility (the “Credit Facility”) on May 29, 2026. The Credit Facility was arranged by Goldman Sachs Lending Partners LLC and provides for up to $350 million of committed capacity with an additional accordion option of up to $200 million. Proceeds from the Credit Facility will be used to support the pre- and post-lease development of the Company’s data center projects and for working capital and other general corporate purposes. The Company also announced that it entered into a Memorandum of Understanding on June 5, 2026, to assign the lease with CoreWeave, Inc. for ELN-04 (as defined below) to a CoreWeave, Inc. subsidiary, if that subsidiary achieves an investment grade credit rating.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the proposed Offering (as defined and discussed below), the Company is releasing certain slides from an investor presentation that will be used by the Company in connection with investor meetings. A copy of the selected slides from the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K (as well as in Exhibits 99.1 and 99.2 attached hereto) is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.
| Item 8.01. | Other Events. |
On June 9, 2026, the Company issued a press release announcing the intention of APLD ComputeCo 3 LLC, its subsidiary, to offer, subject to market conditions and other factors, $1.59 billion aggregate principal amount of senior secured notes due 2031 in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on 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 (the “Offering”).
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.
A copy of the press release announcing the Offering is filed as Exhibit 99.3 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 8, 2026, announcing the Credit Facility. | |
| 99.2 | Selected Slides from Investor Presentation, dated June 9, 2026. | |
| 99.3 | Press release, dated June 9, 2026, announcing 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 |
Exhibit 99.1
Applied Digital Secures Revolving Credit Facility of Up To $550 Million in Support of Strategic Growth
DALLAS, June 8, 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 it closed a revolving credit facility (the “Credit Facility”) on May 29, 2026. The Credit Facility was arranged by Goldman Sachs and provides for up to $350 million of committed capacity with an additional accordion option of up to $200 million. Proceeds from the Credit Facility will be used to support the pre- and post-lease development of the Company’s data center projects and for working capital and other general corporate purposes.
“The strong support we received from this syndicate of leading financial institutions underscores the scale of the opportunity before us and the confidence our banking partners have in our ability to execute,” said Saidal Mohmand, Chief Financial Officer of Applied Digital. “As demand for AI and high-performance computing infrastructure continues to accelerate, this facility is intended to provide additional flexibility to advance our development pipeline while maintaining a disciplined approach to capital allocation. We believe this agreement further supports the quality of our platform, the strength of our customer relationships, and the long-term value creation potential of our business.”
The Credit Facility is secured by certain non-data center project assets, has a scheduled maturity of May 29, 2029, and bears interest at the Secured Overnight Financing Rate (SOFR) plus 225 basis points or at the Alternative Base Rate plus 125 basis points.
Applied Digital also entered into a Memorandum of Understanding with CoreWeave on June 5, 2026, to assign the lease with CoreWeave for Building 3 at the Polaris Forge 1 campus to a CoreWeave subsidiary, if that subsidiary achieves an investment grade credit rating.
Goldman Sachs acted as Lead Left Arranger Bookrunner and First National Bank of Omaha, Mizuho Bank, Royal Bank of Canada, Banco Santander and Wells Fargo Bank served as Joint Lead Arrangers and Joint Bookrunners. First National Bank of Omaha serves as Administrative Agent and Collateral Agent under the Credit Facility.
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
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, 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,” “proven,” “deliver,” “outlook,” “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 any current or prospective data center campus development; (ii) statements about the high-performance computing (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; (v) statements of assumptions underlying other statements and statements about the company or its business; and (vi) the company’s plans to obtain future project financing. 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, among others: whether or not our customers exercise the renewal options under their leases with us (if not, we will not recognize further revenue from such customer under its respective lease); our ability to complete construction of our data center campuses as planned; the lead time of customer acquisition and leasing decisions and related internal approval processes; whether the CoreWeave lease assignment to the MOU will occur; changes to artificial intelligence and HPC infrastructure needs and their impact on future plans; costs related to the HPC operations and strategy; our ability to timely deliver any services required in connection with completion of installation under lease agreements; our ability to raise additional capital to fund the ongoing datacenter construction and operations; our ability to obtain financing of datacenter leases and more broadly for our development and general corporate activities; our dependence on principal customers, including our ability to execute and perform our obligations under our leases with key customers; our ability to timely and successfully build new 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 our business; decline in demand for our 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 press release is as of the dates and time periods indicated herein, and the company does 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
Investor Relations Contacts
Matt Glover or Ralf Esper
Gateway Group, Inc.
(949) 574-3860
Exhibit 99.2
Applied Digital Announces Proposed Offering of $1.59 Billion of Senior Secured Notes to fund
the Fourth Building at Polaris Forge 1
DALLAS,
June
APLD
The
Notes will be fully and unconditionally guaranteed by APLD
Applied
Digital will provide a customary completion guarantee with respect to the ELN-04 project, under which it will fund APLD
The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed.
The Notes have not been registered under the Securities Act, securities laws of any other jurisdiction, and the Notes 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 proposed terms of the Notes, the completion, timing and size of the proposed offering of the Notes, the anticipated
use of proceeds from the proposed 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; 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
Media Contact
JSA (Jaymie Scotto & Associates)
(856) 264-7827
Investor Relations Contacts
Matt Glover or Ralf Esper
Gateway Group, Inc.
(949) 574-3860