Applied Digital Corp. Files 8-K with Key Agreements and Equity Sales

TL;DR

Applied Digital filed an 8-K on 10/21/25 covering new deals, stock sales, and charter changes.

AI Summary

On October 21, 2025, Applied Digital Corp. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, reported unregistered sales of equity securities, and made amendments to its articles of incorporation or bylaws. The filing also included financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential new financing or partnerships through definitive agreements and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and amendments to articles of incorporation, which can introduce financial and governance risks.

Key Players & Entities

• Applied Digital Corp. (company) — Registrant
• Nevada (jurisdiction) — State of Incorporation
• October 21, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — Convertible Preferred Stock, par value $0.001 per share (the "Series G Preferred Stoc
• $590.0 million — (the "Series G Preferred Stock"), from $590.0 million to $1.590 billion; (ii) subject to waiv
• $1.590 billion — eferred Stock"), from $590.0 million to $1.590 billion; (ii) subject to waiver by a majority-i
• $75,000,000 — set the maximum put issuance amount to $75,000,000 per issuance, (b) set the limit to one
• $4.33 — f Designations) may not be reduced from $4.33 to $4.48. In addition, under the Fifth
• $4.48 — tions) may not be reduced from $4.33 to $4.48. In addition, under the Fifth Certifica

Filing Documents

• form8-k.htm (8-K) — 45KB
• ex3-1.htm (EX-3.1) — 15KB
• ex10-1.htm (EX-10.1) — 30KB
• 0001493152-25-018800.txt ( ) — 265KB
• apld-20251021.xsd (EX-101.SCH) — 3KB
• apld-20251021_lab.xml (EX-101.LAB) — 33KB
• apld-20251021_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 21, 2025 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3811 Turtle Creek Blvd. , Suite 2100 , Dallas , TX 75219 (Address of principal executive offices) (Zip Code) 214 - 427-1704 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) 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) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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). Emerging growth company 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 Common Stock APLD Nasdaq Global Select Market Item 1.01 Entry into a Material Definitive Agreement. On October 21, 2025, Applied Digital Corporation, a Nevada corporation (the "Company"), entered into the fourth amendment (the "Fourth Amendment") to the Preferred Equity Purchase Agreement, dated April 30, 2025, by and between the Company and the investors signatory thereto (as amended from time to time, the "PEPA"), in order to increase its access to capital to fund the continued construction and development of its Polaris Forge I and Polaris Forge 2 data centers in Ellendale and Harwood, North Dakota, as well as general working capital purposes and for transaction expenses. The Fourth Amendment amends the PEPA to, among other things: (i) increase the aggregate commitment amount of the shares of Series G Convertible Preferred Stock, par value $0.001 per share (the "Series G Preferred Stock"), from $590.0 million to $1.590 billion; (ii) subject to waiver by a majority-in-interest of the investors, (a) set the maximum put issuance amount to $75,000,000 per issuance, (b) set the limit to one put issuance per seven (7) business day period, and (c) set the maximum aggregate stated value of Series G Preferred Stock outstanding at any one time to $75,000,000; (iii) increase the original discount from 2% to 3%; (iv) eliminate the placement agent fee; and (v) eliminate the prohibition on Variable Rate Transactions (as defined in the PEPA). The shares of the Company's common stock, par value $0.001 per share (the "Common Stock") issuable upon conversion of the Series G Preferred Stock pursuant to the Fourth Amendment are required to be registered for resale as soon as practicable after November 5, 2025, but in no case later than November 12, 2025 (subject to certain exceptions). The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the full text of the Fourth Amendment, a form of which is attached hereto as Exhibit 10.1 and is incorporated in its entirety by reference herein. Item 3.02 Unregistered Sales of Equity Securities. The offer and sale of the Series G Preferred Stock pursuant to the PEPA, and the shares of Common Stock issuable upon the conversion of the Series G Preferred Stock, is and will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Series G Preferred Stock, nor shall there be an offer, solicitation or sale of the Series G Preferred Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 21, 2025, in connection with the entry into the Fourth Amendment, the Company filed an amendment (the "Fifth Certificate of Designations A