EX-99.1

12 ex99-1.htm

EX-99.1

Exhibit 99.1

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HOST DIGITAL INFRASTRUCTURE LLC

The following discussion should be read together with Host Digital Infrastructure LLC’s (the “Company”, “we”, “our” and “us”) financial statements and the related notes included elsewhere in this Current Report on Form 8-K. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions, including those described under “Risk Factors” and elsewhere in this Current Report on Form 8-K. Actual results may differ materially. Except as required by law, the Company undertakes no obligation to update any forward-looking statements.

Overview

The Company is a development-stage entity with no material revenue from operations. The Company was organized to develop, own and operate large-scale data center campuses in the United States serving high-performance computing and artificial intelligence workloads. The Company has no significant operating history. The Company’s continuing operations did not generate revenue during the periods presented.

The Company’s initial project is expected to be the development of an approximately 45+ megawatt data center campus in Northeast Oklahoma (the “Project Facility”), comprising 45+ megawatts of contracted power capacity, related electrical

equipment, and an 80,000+ square foot building under an exercised acquisition option. In the event that the Company does not complete the acquisition of the Project Facility, the Company may instead pursue the lease or acquisition of one or more other facilities with similar power output and other characteristics to the Project Facility.

In February 2026, we acquired T-20 Mining LLC (“T-20”), a Delaware limited liability company that held an Electric Service Agreement (“ESA”) with the applicable utility provider for the Project Facility’s location. The ESA provides us with a contractual right to a specified level of electrical power capacity at the Project Facility, a critical infrastructure asset for the Project Facility to be used as a data center by the tenant as discussed below. The acquisition of T-20 was undertaken specifically to secure power access at the Project Facility and is directly related to our intended use of the Project Facility.

On August 7, 2026, we entered into a 15-year lease with one of the world’s largest privately held cloud infrastructure companies, pursuant to which we will provide 43 MW of critical IT load capacity at the Project Facility (the “Lease”). The Lease is structured on a take-or-pay basis, which is expected to be backstopped by an investment-grade technology company, with aggregate base-term contracted rent of approximately $1.25 billion, inclusive of 3% annual escalators. The Lease may be renewed for a total Lease term of 30 years. The Project Facility is not currently generating revenue and the Lease is expected to commence in the first quarter of 2027, which is when we expect to deliver to the tenant the Project Facility.

This lease strengthens our ability to obtain project financing for the acquisition of the Project Facility and supports management’s plans to address the going concern uncertainty (see Note 1 — Organization and Nature of Operations and Note 2 — Going Concern to the Company’s unaudited condensed consolidated financial statements for the three and six months ended July 31, 2026 included elsewhere in this Current Report on Form 8-K).

The Company will not commence material revenue-generating operations until, at the earliest, a lease has been executed, construction of the Project Facility or another similar facility has been completed and the tenant has occupied the property. As of the date of this filing the Company has executed the Lease, but neither of the other steps has occurred.

Plan of Operations

Because the Company has not commenced material revenue-generating operations, its principal activities for the foreseeable future will consist of: (i) closing the contemplated project financing described below; (ii) completing construction and commissioning of the Project Facility; (iii) achieving tenant occupancy and lease commencement at the Project Facility; and (iv) advancing site control, utility arrangements, customer dialogue and design work across future developments. The timing and achievement of each of these milestones is subject to a number of risks and uncertainties, including construction risk, supply-chain availability for long-lead-time equipment, utility delivery risk, anchor tenant negotiation risk, the timing of the project financing, and capital markets conditions.

Results of Operations

We have not generated material revenue from operations during any period presented and do not expect to generate material revenue until, at the earliest, the prospective anchor tenant has executed a lease, occupied the Project Facility and commenced rent payments, of which only