Form 8-K

8-K — Host Digital Inc.

Accession: 0001493152-26-047777

Filed: 2026-10-20

Period: 2026-10-19

CIK: 0001948864

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Regulation FD Disclosure

Item: Other Events

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 20, 2026, Host Digital Inc. (the “Company”), issued a press release regarding the approval of a Stock Buyback Program

(as defined below). 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

8.01 Other

Events.

October 19, 2026, the Company’s board of directors approved a stock buyback program (the “Stock Buyback Program”),

which authorizes the repurchase of up to $15 million of shares of the Company’s Class A common stock, par value $0.001 per share

(the “Common Stock”). The Stock Buyback Program commenced on October 19, 2026 and will expire on October 19,

2027, and may be modified, suspended, or discontinued at any time. The Company does not expect to commence repurchases under the program,

or to adopt any Rule 10b5-1 trading plan, until it is in an open trading window.

Purchases

under the Stock Buyback Program may occur using a variety of methods, including but not limited to open market transactions, privately

negotiated transactions, block trades and through Rule 10b5-1 trading plans. This stock buyback authority may be exercised by the officers

of the Company from time to time and in such amounts as market conditions warrant and subject to regulatory considerations. The timing,

method, price, and volume of any share repurchases will be at the Company’s discretion and will depend on a variety of factors

including but not limited to its liquidity and capital requirements, development expenditures, anticipated cash flows, alternative investment

opportunities, restrictions under its financing arrangements, the market price of its Common Stock, and prevailing market conditions.

Item

9.01 Financial

Statements and Exhibits.

(c)

Exhibits

Exhibit

No.

Description

99.1

Press release, dated October 20, 2026

104

Cover

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

FORWARD

LOOKING STATEMENTS

This

report contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (Section

27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward-looking statements

may be made by the Company from time to time in filings with the Securities and Exchange Commission or otherwise. Statements contained

in this report that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private

Securities Litigation Reform Act of 1995, and are based on management’s estimates, assumptions and projections and are not guarantees

of future performance. The Company assumes no obligation to update these statements. Forward-looking statements may include, but are

not limited to, statements regarding the Stock Buyback Program and other matters. In addition, when used in this report, the words “expects,”

“intends,” “may,” “plans,” “will,” “would,” “could,” “should,”

“future,” “proposes,” and variations thereof and similar expressions are intended to identify forward looking

statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially.

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

20, 2026

By:

/s/

Harmol Samra

Harmol

Samra

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Host

Digital Authorizes $15 Million Share Buyback Program

Board

believes the current share price does not reflect the value of Host Digital’s contracted AI data center platform

NEW

YORK, NY, Oct. 20, 2026 — Host Digital Inc. (NYSE American: HOST) (“Host Digital” or the “Company”),

a developer, owner, and operator of digital infrastructure for artificial intelligence (“AI”) and high-performance computing

(“HPC”), today announced that its Board of Directors has unanimously authorized a share repurchase program under which the

Company may repurchase up to $15 million of its outstanding common stock for up to one year.

The

authorization reflects the Board’s confidence in Host Digital’s long-term strategy and gives the Company the flexibility

to repurchase shares when it believes the market price does not reflect the value of its business, while continuing to prioritize the

financing and delivery of its contracted data center projects.

Host

Digital’s first project, Site I in northeast Oklahoma, is an energized facility with 55 megawatts (“MW”) of gross power

and 43 MW of critical IT load. The site is leased under a 15-year take-or-pay agreement representing approximately $1.25 billion in base-term

contracted revenue, with rent that increases 3% annually. The lease is expected to be supported by a backstop from a U.S.-based, investment-grade

global technology company, and the Company is targeting delivery to its tenant in the first quarter of 2027.

Host

Digital also continues to pursue the acquisition of a second energized and leased site in northeast Oklahoma from its sponsor, as previously

disclosed.

“The

Board authorized this program because we believe the market is undervaluing Host Digital and the assets it controls,” said Shawn

Matthews, Chairman of the Board of Host Digital. “We see an opportunity to build long-term value per share by repurchasing stock

at prices that do not appropriately reflect what this business is worth, in our view. We will weigh any repurchases against our project

commitments and other uses of capital.”

“Our

share price hasn’t changed the power available at Site I or the signed 15-year take-or-pay lease behind it,” said Harmol

Samra, Host Digital’s Chief Executive Officer. “We’re targeting delivery in the first quarter of 2027, and our top

priority remains financing, developing, and delivering our contracted projects. We’ll evaluate repurchases alongside those commitments

and our other capital needs.”

determining whether and when to repurchase shares, Host Digital will consider, among other factors, its liquidity and capital requirements,

development expenditures, anticipated cash flows, alternative investment opportunities, the market price of its common stock, and prevailing

market conditions.

The

timing, method, price, and volume of any share repurchases will be at the Company’s discretion. Repurchases may be made through

open market transactions, including pursuant to Rule 10b5-1 trading plans, privately negotiated transactions, or structured transactions

arranged through investment banks, among other methods, in compliance with applicable securities laws and regulations, including Rules

10b5-1 and 10b-18 under the Securities Exchange Act of 1934. The Company is not obligated to repurchase any specific number of shares

and may modify, suspend, or discontinue the program at any time.

About

Host Digital

Host

Digital Inc. (NYSE American: HOST) primarily develops, acquires, owns, and operates institutional-quality data centers in the United

States that support AI and HPC workloads. The Company focuses on RightScaled sites of 20 MW to 100 MW with existing or near-term access

to power, leased under long-term contracts to strong or credit-enhanced counterparties. Host Digital seeks to own and control the real

estate, power, and data center infrastructure at each site, and provides turnkey facilities where tenants select and deploy their own

compute infrastructure and model layers. Host Digital is led by CEO Harmol Samra, formerly of PGIM, Starwood and ICONIQ, where they developed

a 2.2GW data center platform with 82 sites worldwide, and Chairman Shawn Matthews, the former CEO of global investment bank Cantor Fitzgerald.

For more information, visit www.hostdigital.ai.

Forward-Looking

Statements

This

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

regarding the share repurchase program; whether, when, and to what extent shares may be repurchased; the expected timing of repurchases;

the expected delivery of Site I; the Site I lease and its expected backstop; the potential acquisition of a second site; capital allocation,

financing, liquidity, and development priorities; and the Company’s strategy, operations, and growth plans. These statements reflect

current expectations and assumptions, not guarantees of future results. Actual outcomes may differ materially as a result of risks and

uncertainties, including the availability of funds, future financing requirements, the Company’s ability to execute its development

plans, market conditions, trading prices, contractual restrictions, and the risks described in the Company’s filings with the Securities

and Exchange Commission. Readers should not place undue reliance on these statements, which speak only as of the date hereof. Host Digital

undertakes no obligation to update forward-looking statements except as required by law.

Contacts

Media:

Jessica Starman | jessica@elev8newmedia.com | 888-461-2233

Investors:

Jason Assad | info@bridge-comms.com

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