Applied Digital Announces Proposed Offering of $2.15 Billion of Senior Secured Notes to fund Polaris Forge 2 Campus

DALLAS, March 02, 2026 (GLOBE NEWSWIRE) -- 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 2 LLC (“APLD Compute 2”), intends to offer, subject to market conditions and other factors, $2.15 billion aggregate principal amount of senior secured notes due 2031 (the “Notes”), 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.

APLD Compute 2 intends to use the net proceeds from the offering to fund the development and construction of 200 megawatts of critical IT load at Polaris Forge 2, its AI Factory campus in Harwood, North Dakota, as well as the “Project Accounts” (including but not limited to the Debt Service Reserve Account) in accordance with the provisions of the indenture governing the Notes, and to pay related fees and expenses, including transaction expenses.

The Notes will be fully and unconditionally guaranteed by APLD Compute 2’s future and existing direct and indirect subsidiaries, which as of today include APLD FAR-01 HoldCo LLC, APLD FAR-02 HoldCo LLC, APLD FAR-01 LLC, APLD FAR-02 LLC, APLD FAR-01 LandCo LLC, and APLD FAR-02 LandCo LLC (collectively, the “Guarantors”). The Notes and related guarantees will be secured by first-priority liens on (i) substantially all assets of APLD Compute 2 and the Guarantors, other than certain excluded property, and (ii) all equity interests of APLD Compute 2 held by APLD FAR Holdings LLC, a Delaware limited liability company and the direct parent company of APLD Compute 2.

Applied Digital will provide customary completion guarantees with respect to the Polaris Forge 2 project, under which it will fund APLD Compute 2 as necessary to ensure the timely completion of the Polaris Forge 2 project.

The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed.

The Notes have not been registered under the Securities Act, securities laws of any other jurisdiction, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and any applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Applied Digital

Applied Digital (Nasdaq: APLD) named Best Data Center in the Americas 2025 by Datacloud — designs, builds, and operates high-performance, sustainably engineered data centers and colocation services for artificial intelligence, networking, and blockchain workloads. Headquartered in Dallas, TX, and founded in 2021, the company combines hyperscale expertise, proprietary waterless cooling, and rapid deployment capabilities to deliver secure, scalable compute at industry-leading speed and efficiency, while creating economic opportunities in underserved communities through its award-winning Polaris Forge AI Factory model.

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