The offering was completed on June 16, 2026, following a purchase agreement dated June 9, 2026. Goldman Sachs LLC served as representative of the initial purchasers, who acquired the notes for resale to qualified institutional buyers under SEC Rule 144A and to non-U.S. persons under Regulation S. The notes were issued at par (100% of principal amount).

The $1.59 billion in net proceeds will be deployed across four priorities: funding the construction and associated expenses of 150 megawatts of critical IT load, designated as ELN-04, at Polaris Forge 1 located in Ellendale, North Dakota; repaying the aggregate principal balance plus accrued interest owed under a Credit and Guaranty Agreement with Goldman Sachs Bank USA (provided as a bridge loan facility); funding debt service reserves; and paying transaction expenses.

The notes carry a coupon of 7.000% per annum payable semi-annually on June 15 and December 15, beginning December 15, 2026, and mature on June 15, 2031. Principal amortizes on a semi-annual basis beginning on the first payment date after the "final Commencement Date," which is keyed to when all datacenter leases in effect on the issue date reach operational status. Amortization amounts and schedules are set forth in the indenture and subject to adjustment for partial redemptions or additional issuances.

The Issuer may redeem the notes prior to June 15, 2028, at par plus a make-whole premium and accrued interest, or in whole at any time after June 15, 2028, at prices specified in the indenture. Additionally, prior to June 15, 2028, the Issuer may redeem up to 40% of the aggregate principal from proceeds of equity offerings at the specified redemption price plus accrued interest.

The indenture, entered into with Wilmington Trust, National Association as trustee and collateral agent, contains standard negative covenants restricting the Issuer's and Subsidiary Guarantors' ability to incur additional indebtedness, pay dividends, create liens, consummate asset sales, enter into sale-leaseback transactions, conduct unrelated operations, engage in affiliate transactions, and merge or consolidate. The notes also contain a change of control put obligating the Issuer to offer repurchase at 101% of principal plus accrued interest. Applied Digital Corporation has provided a completion guarantee requiring it to fund the Issuer as necessary to ensure construction completion and achievement of Phase 1 commencement dates under the respective datacenter leases if offering proceeds and available funds prove insufficient, subject to applicable extensions and lease terms.