Applied Digital Prices $1.59B 7.00% Senior Secured Notes Due 2031 To Fund AI Data Center Construction And Refinance Bridge Facility

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 its subsidiary, APLD ComputeCo 3 LLC ("APLD ComputeCo 3"), has priced a $1.59 billion offering (the "Offering") of 7.000% senior secured notes due 2031 (the "Notes") at par. The Notes will be sold in a private offering 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 Offering is expected to close on or around June 16, 2026, subject to market and other conditions.

APLD ComputeCo 3 intends to use the net proceeds from the Offering to (i) fund the construction and associated expenses of 150 megawatts of critical IT load at the fourth building ("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.

The Notes will be fully and unconditionally guaranteed by APLD ComputeCo 3's future and existing direct and indirect subsidiaries, which as of today include APLD ELN-04 HoldCo LLC, APLD ELN-04 LLC and APLD ELN-04 LandCo LLC (collectively, the "Guarantors"). The Notes and related guarantees will be secured by first-priority liens on (i) substantially all assets of APLD ComputeCo 3 and the Guarantors, other than certain excluded property, and (ii) all equity interests of APLD ComputeCo 3 held by APLD HPC Holdings 2 LLC, a Delaware limited liability company and the direct parent company of APLD ComputeCo 3.

Applied Digital will provide a customary completion guarantee with respect to the ELN-04 project, under which it will fund APLD ComputeCo 3 as necessary to ensure the timely completion of the ELN-04 project.

Completion of the Offering is subject to certain conditions, and there can be no assurance as to whether or when the Offering may be completed.