Applied Digital Corporation widened two parts of its capital structure in a single disclosure on June 26, 2026. The Form 8-K, filed under Items 1.01, 2.03, 3.02 and 9.01, records a larger bank revolver and a larger preferred-equity commitment, both executed the same day, and both pointed at the same end use: financing data-center build-out.
The first change runs through the debt side. APLD Intermediate HoldCo LLC, a wholly owned subsidiary described in the filing as the Borrower, entered Incremental Assumption Agreement No. 1, which modifies the credit agreement dated May 29, 2026. The amendment increases the aggregate principal amount of the revolving credit commitments to $430.0 million. The filing notes that this increase "caused the Credit Agreement to become material to the Company and thereby requires disclosure under this Current Report on Form 8-K" — the reason the agreement surfaces in an 8-K now rather than at signing in May.
The material terms are spelled out. The secured revolving credit facility carries an aggregate principal amount of up to $430.0 million and matures on May 28, 2029. It includes a $430.0 million letter-of-credit sub-facility, which the company states reduces overall availability. Beyond the stated commitment, the agreement allows the Borrower to increase revolver commitments or draw term loans up to an additional $120.0 million, for a total of $550.0 million. Pricing is set at an applicable margin plus, at the Borrower's option, either Term SOFR (subject to a 0.00% floor) or a base rate; the applicable margin is 2.25% for Term SOFR-based loans and 1.25% for base-rate loans. First National Bank of Omaha is named as administrative agent and collateral agent.
The facility is fully and unconditionally guaranteed by the company and each Restricted Subsidiary, subject to customary exceptions. On covenants, the 8-K describes the package in standard terms: certain customary representations and warranties, affirmative covenants, negative covenants, and events of default, including certain events of bankruptcy. If an event of default occurs, the filing states the lenders "could be entitled to terminate the lending commitments and accelerate amounts due under the Credit Agreement." The company qualifies these descriptions by reference to the full text of the original credit agreement and the incremental assumption agreement, filed as Exhibits 10.1 and 10.2.
What ties the debt directly to the company's business is a structural provision. The credit agreement, the filing says, is built to keep individual projects financeable on their own.
The Credit Agreement contains provisions that facilitate separate financing of data center and related development projects by project entities.
The second change runs through the preferred-equity side. The same day, the company entered a Sixth Amendment to its Preferred Equity Purchase Agreement, originally dated April 30, 2025, with the investors party to it. The filing states the amendment was made "in order to provide more availability under the PEPA facility," and that it increases the aggregate commitment amount for the issuance of Series G Convertible Preferred Stock from $1,590,000,000 to $2,000,000,000 — a lift of roughly $410 million in headroom. The form of the Sixth Amendment is filed as Exhibit 10.3.
Items 2.03 and 3.02 follow from these two actions. Item 2.03, creation of a direct financial obligation, incorporates the credit-agreement disclosure by reference. Item 3.02 addresses the Series G shares: the offer and sale of the preferred stock, and of the common stock issuable on conversion, is being made in reliance on the Section 4(a)(2) exemption from registration under the Securities Act. The filing states the 8-K does not constitute an offer to sell or a solicitation to buy those securities.
Read together, the two amendments expand both a senior secured borrowing line and a convertible-preferred commitment at once, with the credit agreement explicitly structured around project-level data-center financing. The exhibits index also lists Goldman Sachs Lending Partners LLC alongside First National Bank of Omaha as a party to the May 29, 2026 credit agreement filed as Exhibit 10.1. The 8-K was signed by Chief Financial Officer Saidal L. Mohmand. As with any 8-K, the narrative description is qualified in its entirety by the full text of the underlying agreements.
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