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← Applied Digital Corporation · Financing

Series G convertible preferred stock equity facility (PEPA, sixth amendment)

Jun 26, 2026 · Upsized
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Terms of issuance

Instrument
Private placement
Principal
$2.00B
Issue date
Jun 26, 2026
Conversion ratio
n/a
Settlement
n/a

Redemption terms

Holder put terms
Maximum put issuance $75 million per issuance; one put issuance per seven business days; maximum aggregate stated value of Series G preferred outstanding at any one time $75 million (each waivable by a majority-in-interest of investors). Draws at company discretion; $1,000 stated value per share; 3% original issue discount.

Economic analysis

Effective annual cost
n/acalculated: coupon + capped-call cost amortized over the note's life — needs coupon, maturity, and (if hedged) capped-call cost
Interest savings vs. plain debt
n/anot shown — would require an assumed comparable straight-debt rate, which we do not fabricate
Implied option value / volatility
n/anot shown — would require an assumed volatility input, which we do not fabricate
Breakeven
n/anot shown — would require assumed reinvestment/discount-rate assumptions, which we do not fabricate

Context

Shares outstanding (as of issue date)
285,769,539
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
Continued construction and development of the Polaris Forge 1 and Polaris Forge 2 data centers in Ellendale and Harwood, North Dakota; general working capital purposes; transaction expenses
Other financing outstanding (excl. this instrument)
Private placement of common stock (Nvidia, Related Companies) ($160.0M), 2.75% Convertible Senior Notes due 2030 ($450.0M), Perpetual preferred + common equity partnership (APLD HPC Holdings LLC, Macquarie Asset Management) ($5.00B), SMBC term loan credit agreement (18-month) ($375.0M), 9.250% senior secured notes due 2030 ($2.35B), 7.000% senior secured notes due 2031 (APLD ComputeCo 3 LLC, Polaris Forge 1 Building 4) ($1.59B), Senior Secured Notes due 2031 — Polaris Forge 2 (APLD ComputeCo 2 LLC) ($2.15B), Revolving credit facility (up to $430 million committed, $120 million incremental capacity to $550 million) ($430.0M)
— of which existing debt
$12.51B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Conversion price = greater of 95% of lowest daily VWAP over the five preceding trading days and the floor price (carried forward from original PEPA); floor price may not be reduced below $4.48 (raised from $4.33); board may increase or decrease the applicable floor price with respect to any put at its sole discretion; 4.99% beneficial ownership limitation and 19.99% Nasdaq exchange cap (carried forward)
Related acquisition
none
Related deal
none
Related site
none

Sources

PricedApplied Digital enters $150 million Series G convertible preferred equity facility
Apr 30, 2025
UpsizedApplied Digital upsizes Series G preferred equity facility to $1.59 billion
Oct 21, 2025
UpsizedApplied Digital upsizes Series G preferred equity facility to $2.0 billion
Jun 26, 2026