Applied Digital Announces \$2.15 Billion Senior Secured Notes Offering for Major AI Data Center Expansion

Key Points for Investors

• Applied Digital Corporation (NASDAQ: APLD) announces the pricing of a significant \$2.15 billion offering of 6.750% senior secured notes due 2031, issued at 98% of face value.
• The proceeds will fund the development and construction of 200 megawatts (MW) of critical IT load at the Polaris Forge 2 AI Factory campus in Harwood, North Dakota.
• The notes are being offered in a private transaction under Rule 144A to qualified institutional buyers and to non-U.S. persons under Regulation S.
• The offering is expected to close around March 10, 2026, subject to customary market and closing conditions.
• Notes are fully and unconditionally guaranteed by a suite of current and future subsidiaries, secured by first-priority liens on nearly all assets and equity interests of APLD Compute 2 and its guarantors.
• Applied Digital will provide customary completion guarantees for the Polaris Forge 2 project, ensuring timely completion by funding the subsidiary as required.

Details of the Offering and Use of Proceeds

The \$2.15 billion in senior secured notes, bearing a 6.75% coupon and issued at 98% of face, represents a major capital raise for Applied Digital’s expansion in the rapidly growing AI data center segment. Proceeds are earmarked for:

• Construction and development of 200 MW of IT load at the new Polaris Forge 2 data center campus.
• Funding “Project Accounts,” including a Debt Service Reserve Account, as required by the indenture governing the notes.
• Payment of related fees and transaction expenses.

These notes are a private offering, not registered under the Securities Act, and restrict resale except under specific exemptions. The structure is designed to attract institutional capital while safeguarding assets via strong collateral arrangements across subsidiaries and project assets.

Strategic and Shareholder Implications

• Major Expansion in AI Infrastructure: The scale of this capital raise and the 200 MW expansion solidifies APLD’s position as a leading builder and operator of high-performance, sustainable data centers for AI, networking, and blockchain applications.
• Execution Risk: The offering is subject to market conditions and closing risks. Completion is not guaranteed.
• Shareholder Sensitivity: The major debt issuance increases leverage. While the proceeds fuel growth, investors should monitor debt service coverage and execution risk on the new project.
• Completion Guarantees: Applied Digital is backing the project with completion guarantees, which may further obligate the parent company in case of cost overruns or delays.
• Regulatory and Market Risks: The company highlights a range of risks, including construction delays, cost increases, regulatory changes, supply disruptions, counterparty performance, and the ability to raise additional capital in the future.

About Applied Digital

Applied Digital (Nasdaq: APLD), recently recognized as Best Data Center in the Americas 2025 by Datacloud, specializes in designing, building, and operating large-scale, energy-efficient data centers tailored for AI, networking, and blockchain workloads. The company leverages proprietary waterless cooling and rapid deployment to deliver secure, scalable compute capacity, with a focus on underserved communities via its Polaris Forge AI Factory model.

Forward-Looking Statements and Risks

This announcement contains numerous forward-looking statements regarding the offering, project completion, financial performance, and strategic objectives. Actual results may differ materially due to a variety of risks, including but not limited to construction delays, financing risks, changes in market demand, regulatory uncertainty, and the company’s ability to manage capital and execute on its business model. Investors are strongly encouraged to review the company’s latest filings for a full risk assessment.

Contact Information

Media Contact: JSA (Jaymie Scotto & Associates), (856) 264-7827, [email protected]
Investor Relations Contacts: Matt Glover or Ralf Esper, Gateway Group, Inc., (949) 574-3860, [email protected]

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a solicitation to buy or sell securities. All investments involve risks, including the risk of loss. Investors should review official company filings and consult their advisors before making investment decisions. Applied Digital and its subsidiaries undertake no obligation to update forward-looking statements except as required by law.

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