Form 8-K

8-K — Host Digital Inc.

Accession: 0001493152-26-047581

Filed: 2026-10-19

Period: 2026-10-19

CIK: 0001948864

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 19, 2026

HOST

DIGITAL INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42274

88-4128927

(State

or Other Jurisdiction

(Commission

(I.R.S.

Employer

Incorporation)

File

Number)

Identification

No.)

3800

North 28th Way, Unit #1

Hollywood,

Florida, 33020

(Address

of Principal Executive Office) (Zip Code)

(305)

600-5004

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A common stock

HOST

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01 Regulation

FD Disclosure.

October 19, 2026, Host Digital Inc. issued a press release regarding the current AI data center landscape and a corporate update.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The

information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability

of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange

Act, except as expressly set forth by specific reference in such filing.

Item

9.01 Financial

Statements and Exhibits.

(c)

Exhibits

Exhibit

No.

Description

99.1

Press release, dated October 19, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

HOST

DIGITAL INC.

Date:

October

19, 2026

By:

/s/

Harmol Samra

Harmol

Samra

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Money,

Rates, and Megawatts. The Three Questions Deciding the AI Buildout.

Harmol

Samra, Chief Executive Officer, Host Digital (NYSE American: HOST) letter to shareholders:

NEW

YORK, NY, Oct. 19, 2026 (GLOBE NEWSWIRE) — Host Digital Inc. (NYSE American: HOST). It’s been a rough few weeks

for anybody who owns a basket of AI stocks, whether that’s infrastructure developers, hyperscalers, neoclouds, or chipmakers, and

Host Digital ($HOST) has taken more than its share of the beating. I’m a significant shareholder myself, so I feel it in my gut

the same way you do.

Since

we went public in September, I’ve spent most of my time with lenders and with debt and equity investors, and the conversation keeps

coming back to three questions.

1. What

happens to your returns if interest rates stay high?

2. How

do you pay to build these things?

3. How

do all these megawatts turn into value for the people who own the stock?

They

are fair questions, so let me take them one at a time.

We’re

the Landlord, Not the Chip Buyer or Token Seller

We’re

in a very different business from the companies that fill our data centers. The hyperscalers and neoclouds that rent data centers from

us carry the obsolescence risk that comes with GPUs, since the chips they paid billions for may need replacing every few years. The frontier

labs carry the risk that their model isn’t the one the world ends up using. But Host isn’t in either of those businesses.

Host

develops build-to-suit data centers. Think of us as the landlord of a specialized building. We own the land, the building, the power

rights, the electrical gear, and the cooling. The tenant brings its own computers, and if it swaps out every chip three years from now,

our lease doesn’t change.

Host’s

business plan includes delivering a turnkey data center that’s ready for our tenants to plug in their GPUs. That’s harder

to pull off than a “powered shell,” which is a less finished data center that some of our peers build. The difference comes

down to how much we deliver as the landlord and how much work the tenant still has to do before its compute comes online. At Host, we

want to give our tenants the most complete solution possible, and they generally reward us with higher contracted revenue.

Delivering

that kind of infrastructure adds another layer of complexity because it requires significant capital, both equity and debt. Host’s

team comes from institutional finance, and we’ve spent our careers putting together the most efficient capital structures for long-term

infrastructure buildouts. Our Chairman, Shawn Matthews, ran Cantor Fitzgerald & Co. for nearly a decade, so financing is his home

turf too.

Why

Higher Rates Don’t Break the Model

That

experience comes in handy with the question I hear most from credit investors. So, what happens if rates stay higher for longer? We plan

ahead to protect ourselves by locking in the spread between what a building earns and what we pay to borrow, and we lock it in for the

life of the lease.

Our

first site, Site I in northeast Oklahoma, shows how that works. As we’ve previously disclosed, its lease is take-or-pay for 15

years, so the customer pays for the capacity it reserved whether it uses all of it or not. Rent starts at about $67 million in year one

and increases 3% each year, totaling about $1.25 billion in contracted revenue over the base term. If there’s one thing I want

every shareholder to understand about Host, it’s this lease. Site I’s base rent for the next 15 years is already fully contracted,

and it grows every year without us having to win it again. The tenant also pays the building’s operating expenses, including the

electric bill.

For

an AI company sitting on expensive chips or racing to get its next model out the door, even a six-month delay hurts far more than paying

a little extra rent, even with rising rates. That’s why customers pay a premium for power that’s ready now, and why our cash

flows won’t swing with every move in borrowing costs.

Speed

to Power and Our RightScaled Strategy

AI, the hardest thing to find right now is a place to plug in your compute. JLL, one of the world’s biggest commercial real estate

firms and a close tracker of the data center market, figures the average wait for a new U.S. data center grid connection is now about

4 years, up from 12 to 18 months in 2022.

That’s

why we built Host around what we call RightScaled sites, with roughly 20 to 100 megawatts of grid power available now or in the near

term. We look for assets with electrical infrastructure and utility connections already in place. It’s a bit like buying a house

and renovating it to fit your exact needs, instead of buying land and building everything from scratch. Under our strategy, we’re

starting months, and sometimes years, ahead of a developer who’s still out hunting for brand-new power.

Site

I came with an industrial building and a utility-owned substation already on site. It has 55 megawatts of power available to our customer,

and we’re targeting delivery in the first quarter of 2027.

Paying

for It the Smart Way

Because

we’re a landlord with a signed lease, we can finance each building the way real estate has been financed for generations. We raise

debt capital as a loan secured by the site and its lease, and a portion of the rent repays the loan over time.

And

here’s something that’s very important to me, both as CEO and as a shareholder. Not all debt is created equal, and the difference

shows up fast in what a company pays to borrow. Investment-grade debt goes to borrowers whom lenders are confident will repay, and it

comes with lower rates and better terms. Non-investment-grade debt, what people used to call “junk debt,” costs a lot more.

Lately, some companies in our corner of the market have seen their debt priced at mid-double-digit interest rates, and I think that’s

a big reason investors have gotten so nervous about the whole group. That isn’t the reality at Host; we’re nowhere near it,

and it starts with the corporations standing behind the rent.

Lenders

care about who’s on the hook for the rent. Our tenant at Site I is one of the world’s largest and longest-running privately

held cloud infrastructure companies, and we expect the lease to be supported by a backstop from a U.S.-based, investment-grade global

technology company. If you ever had a parent cosign an apartment lease for you, you already get the idea. The landlord sleeps better,

and so does the lender.

That

credit support is what lets us secure investment-grade debt. We can borrow more against each building at lower rates from a much deeper

pool of lenders, and that works in our shareholders’ favor. At Site I, it means we don’t need to raise additional equity

to fund the build.

RightScaled

helps here too, because our sites need a far more manageable loan than a gigawatt campus does, and the universe of lenders that can handle

loans our size is a lot larger.

also helps that this team knows how to use debt. I’ve spent more than a decade in real estate investing and digital infrastructure,

with stops at Morgan Stanley, Starwood Capital, PGIM, and ICONIQ Capital, and Shawn’s banking career includes nearly ten years

running Cantor Fitzgerald & Co. Between the two of us, we know how to work with investment-grade counterparties to get the best debt

terms available for our shareholders.

Closing

the Valuation Gap

When

we closed our offering in September, the market valued Host at about $385 million. Today, the market is valuing Host under $100 million,

and we’ve still got the same land, the same power, and the same signed lease with $1.25 billion in contracted revenue.

think the market wants proof that we can fund and deliver this building without crushing shareholders through dilution, and honestly,

that’s the right standard. A megawatt on paper doesn’t do much for anybody. A megawatt that’s energized, leased, financed,

built, and collecting rent is what creates value per share.

How

to Keep Score

I’d

watch three things. First, we finalize project financing for Site I. Second, we finish the buildout on budget and deliver in the first

quarter of 2027, which is when rent starts. Third, we keep working toward additional sites, including Site II, a second energized site

in northeast Oklahoma with a signed 12-year take-or-pay lease worth roughly $391 million in base rent.

Building

Through the Noise

can’t control what the market does day to day. I can control how we spend your capital, building long-term, fully contracted infrastructure

and delivering for our customers on time.

AI’s

still early, and every AI model, robot, and self-driving car runs on computing power that has to live in a building with electricity

flowing into it. We’ve got the land, we’ve got the power, and we’ve got $1.25 billion in contracted base rent at Site

I. Now it’s on us to execute.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including

statements regarding the proposed acquisition and development of one or more data center facilities, including the potential acquisition

of Site II; the timing of delivery of the Company’s data center facilities to tenants; anticipated contracted revenue, lease terms

and renewal options; the Company’s development strategy and ability to execute and scale its business model. Statements that are

not historical facts are based on current estimates, assumptions and projections and are not guarantees of future performance. Words

such as “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,”

“will,” “would,” “could” and similar expressions identify forward-looking statements, although not

all forward-looking statements contain these words.

Forward-looking

statements are subject to risks and uncertainties that could cause actual results to differ materially, including risks relating to the

Company’s ability to obtain required financing, complete development and deliver capacity on schedule; and other factors described

in the Company’s filings with the SEC, including under the header “Risk Factors” in Exhibit 99.2 to the Current Report

on Form 8-K filed with the SEC on September 17, 2026. The Company undertakes no obligation to update these statements except as required

by law.

MEDIA

CONTACT

Jessica

Starman

jessica@elev8newmedia.com

888-461-2233

INVESTOR

CONTACT

Jason

Assad

info@bridge-comms.com

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