v3.26.1
Debt (Tables)
 12 Months Ended
May 31, 2026
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt Instruments
Long-term debt consisted of the following components (in thousands):
Interest RateMaturity DateMay 31, 2026May 31, 2025
2030 Senior Secured Notes9.25%December 2030$2,350,000 $— 
2031 Senior Secured Notes6.75%March 20312,150,000 — 
Convertible Notes, senior unsecured (1)
2.75%
June 2030
450,000 450,000 
Bridge FacilitySee belowApril 2027300,000 — 
SMBC Loan (2)
See below
August 2026
— 375,000 
Starion Ellendale Loan (3)
7.48%February 20288,108 12,283 
Cornerstone Bank Loan (4)
8.59%March 20299,910 12,866 
Starion Term Loan (5)
6.50%July 20273,900 7,061 
Other debt (6)
34,762 12,275 
Deferred financing costs, net of amortization(330,742)(181,329)
Less: Current portion of debt(16,422)(10,331)
Long-term debt, net$4,959,516 $677,825 
(1)The net carrying amount of the Convertible Notes was $276.0 million and $273.3 million and the remaining unamortized deferred financing costs related to the issuance was $174.0 million and $176.7 million, each as of May 31, 2026 and May 31, 2025, respectively.
(2)The SMBC Loan was guaranteed by APLD HPC TopCo LLC, a wholly-owned subsidiary of the Company, and was secured by a continuing security interest in all of the membership interests of the borrower, APLD HPC Holdings LLC, including a mortgage on certain properties as defined in the collateral agency, security and depositary agreement. During the year ended May 31, 2026, concurrent with the closing of the 2030 Notes Offering (see below), the Company repaid in full the aggregate principal balance plus accrued interest. As of May 31, 2025, there were $4.4 million of unamortized deferred financing costs. The average SOFR plus the applicable margin for the fiscal year ended May 31, 2025 was 7.82%.
(3)The Starion Ellendale Loan incurred by APLD ELN-01 LLC, a wholly-owned subsidiary of the Company, is guaranteed by the Company and is secured by substantially all of the assets of APLD ELN-01. APLD ELN-01 LLC is subject to a debt service coverage ratio and is in compliance as of May 31, 2026
(4)The Cornerstone Bank Loan incurred by APLD GPU-01, LLC, a wholly owned subsidiary of the Company, is guaranteed by the Company, APLD Hosting, and Sai Computing, LLC and is secured by substantially all assets of APLD GPU-01 including, among other things, APLD GPU-01’s interest in electrical services agreements, and the Company’s interest in the various terms of service agreements for HPC based systems related to AI Cloud Computing Services, which are to be serviced at the Jamestown hosting facility.
(5)The Starion Term Loan incurred by APLD Hosting, LLC, a wholly-owned subsidiary of the Company, is guaranteed by the Company and is secured by substantially all of the assets of APLD Hosting, and its interests in the master hosting agreements and electric services agreements related to the Jamestown hosting facility. APLD Hosting is subject to customary covenants, representations and warranties and events of default. APLD Hosting is subject to a debt service coverage ratio and is in compliance as of May 31, 2026.
(6)Inclusive in this number are two promissory notes the Company entered into during the second fiscal quarter of 2026 for a total of approximately $18.5 million, as well as $12.0 million of proceeds from the issuance of two SAFE agreements which are classified as liabilities.
Below is the weighted-average interest rate for the Company's term loans:
May 31, 2026May 31, 2025
Weighted-average interest rate7.1 %1.7 %
Schedule of Interest Income and Interest Expense Disclosure Interest expense, net of amounts capitalized, recognized for the years ended May 31, 2026, May 31, 2025, and May 31, 2024 consisted of the following (in thousands):
May 31, 2026May 31, 2025May 31, 2024
Interest expense $85,259 $35,261 $23,448 
Interest expense - related party— — 5,000 
Interest income (1)
(55,743)(3,122)(931)
Interest expense, net 29,516 32,139 27,517 
Interest capitalized 39,574 57,171 — 
Total interest charges incurred $69,090 $89,310 $27,517 
(1)For the fiscal year ended May 31, 2026, amount includes related party interest income of $0.1 million.
Schedule of Maturities of Long-Term Debt
Below is a summary of the remaining principal payments due over the life of the term loans as of May 31, 2026 (in thousands):
FY27$16,591 
FY28196,648 
FY29290,798 
FY30295,689 
FY314,194,954 
Thereafter (1)
312,000 
Total$5,306,680 
(1)Includes $12.0 million of proceeds from the issuance of two SAFE agreements, which are classified as liabilities.