Applied Digital Corp. 8-K Filing

Key Financial Figures

• $45 million — ote provides for a principal sum of (a) $45 million (the "First Draw"), which was drawn on
• $55 million — was drawn on the Closing Date, plus (b) $55 million (the "Second Draw," and, together with
• $0 — of the Promissory Note at that time is $0, and neither a payment in full of the P

Filing Documents

• form8-k.htm (8-K) — 69KB
• ex10-1.htm (EX-10.1) — 296KB
• ex10-2.htm (EX-10.2) — 85KB
• ex10-3.htm (EX-10.3) — 347KB
• ex99-1.htm (EX-99.1) — 12KB
• 0001493152-25-028791.txt ( ) — 1130KB
• apld-20251218.xsd (EX-101.SCH) — 3KB
• apld-20251218_lab.xml (EX-101.LAB) — 33KB
• apld-20251218_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

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 December 18, 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. Promissory Note On December 18, 2025 (the "Closing Date"), APLD DevCo LLC (the "Borrower"), a Delaware limited liability company and a subsidiary of Applied Digital Corporation, a Nevada corporation (the "Company"), entered into an ongoing credit arrangement with Macquarie Equipment Capital, Inc., a Delaware corporation (the "Lender"), for the purposes of funding the initial sourcing, planning, development and construction costs associated with a new data center project (the "DevCo Facility") and other potential projects. The DevCo Facility is evidenced by, among other documents, a promissory note (the "Promissory Note") executed by the Borrower in favor of the Lender. The Promissory Note provides for a principal sum of (a) $45 million (the "First Draw"), which was drawn on the Closing Date, plus (b) $55 million (the "Second Draw," and, together with the First Draw, each, a "Draw" and, collectively, the "Initial Loan"), to be funded upon the Borrower's request at any time after the Closing Date subject to satisfaction of or waiver by the Lender of certain conditions precedent on or prior to the Second Draw, plus (c) the principal sum of any Additional Loans (as defined below, and, together with the Initial Loan, the "Loan"), if applicable, made by the Lender (at the mutual consent of the Borrower and the Lender). The First Draw is fully committed, but the Second Draw and any Additional Loans or Rollover Loans (as defined below) made by the Lender under the Promissory Note would be on an uncommitted, discretionary basis (with no specified maximum borrowing limit for any Additional Loans or Rollover Loans). The Loan shall bear interest at 8.0% per annum, unless an Event of Default (as defined therein) has occurred and is continuing, in which case, the Secured Obligations (as defined therein) shall bear interest at the sum of 8.0% per annum plus an additional 1.50% per month (the "Post-Default Rate"). From the Closing Date until the date that is twelve months following the Closing Date (the "PIK Period"), accrued interest will be paid in kind, with such payment in kind being capitalized to principal monthly and at such other times as may be specified in the Promissory Note. After the PIK Period, accrued interest will be paid in cash, provided that (i) the Post-Default Rate interest is payable in cash on demand and (ii) accrued interest on any principal amount repaid or prepaid is payable on the date of such repayment or prepayment. The Loan matures on the earliest of (i) the date of acceleration of the Loan, (ii) July 18, 2026, if the Initial Lease Execution (as defined therein) has not occurred on or before April 18, 2026, or (iii) December 18, 2027 (the "Maturity Date"). The Loan will accelerate and the Borrower must mandatorily prepay the full outstanding principal balance of the Loan, together with accrued interest to the date of prepayment