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As filed with the Securities and Exchange Commission on June 16, 2026.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Csquare, Inc.

(Exact name of registrant as Specified in its Charter)

Delaware

(State or other jurisdiction of
incorporation or organization)

7370

(Primary Standard Industrial
Classification Code Number)

83-0679216

(I.R.S. Employer
Identification Number)

3100 Olympus Blvd., Suite 510
Coppell, TX 75019
(855) 699-8372

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Spencer Mullee
Chief Executive Officer
3100 Olympus Blvd., Suite 510
Coppell, TX 75019
(855) 699-8372

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Brian M. Janson, Esq.
Ravi Purohit, Esq.
Christopher Van Buren, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000

Catherine Smith, Esq.
Chief Legal Officer
3100 Olympus Blvd., Suite 510
Coppell, TX 75019
(855) 699-8372

Lewis W. Kneib, Esq.
Brent T. Epstein, Esq.
Devon L. MacLaughlin, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 906-1200

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☐
				Emerging growth company ☐

If 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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS
Subject to completion, dated June 16, 2026

Csquare, Inc.

Common Stock

This is the initial public offering of shares of common stock of Csquare, Inc., a Delaware corporation. We are offering shares of common stock. Prior to this offering, there has been no public market for our common stock. We expect the initial public offering price to be between $ and $ per share. We have applied to list our common stock on the New York Stock Exchange (the “NYSE”) under the symbol “CSQR”.

Following the completion of this offering, certain entities managed or controlled by Brookfield Corporation or its affiliates (collectively, “Brookfield”) will beneficially own approximately % of the voting power of our outstanding common stock. As a result, Brookfield will have the ability to determine all matters requiring approval by our stockholders and we expect to be a “controlled company” within the meaning of the corporate governance standards of the NYSE and therefore will be exempt from certain corporate governance requirements of such rules. See “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock,” “Management—Controlled Company” and “Principal Stockholders.”

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 21 of this prospectus.

Per Share

Total

Initial public offering price

Underwriting discounts and commissions(1)

Proceeds, before expenses, to us

(1)

See “Underwriting (Conflicts of Interest)” for additional information regarding the underwriting compensation.

At our request, the underwriters have reserved 5% of the shares of common stock to be issued by us and offered by this prospectus for sale, at the initial public offering price, to certain individuals identified by our executive team and certain other individuals affiliated with us. The number of shares of common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. See “Underwriting (Conflicts of Interest)—Directed Share Program” for additional information.

We have granted the underwriters an option to purchase up to additional shares of common stock, solely to cover over-allotments, if any, from us at the initial public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on or about , 2026.

	Morgan Stanley			TD Securities			Wells Fargo Securities
	BofA Securities			BMO Capital Markets			Scotiabank

Jefferies J.P. Morgan RBC Capital Markets Societe Generale

Brookfield Capital SolutionsCIBC Capital MarketsNational Bank of Canada Capital MarketsPNC Capital Markets LLC

Prospectus dated , 2026

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	PROSPECTUS SUMMARY					1
	RISK FACTORS					21
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					50
	USE OF PROCEEDS					52
	DIVIDEND POLICY					54
	CAPITALIZATION					55
	DILUTION					56
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					58
	BUSINESS					85
	MANAGEMENT					100
	EXECUTIVE COMPENSATION					107
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					116

	PRINCIPAL STOCKHOLDERS					120
	DESCRIPTION OF CAPITAL STOCK					121
	SHARES ELIGIBLE FOR FUTURE SALE					130
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS					132
	UNDERWRITING (CONFLICTS OF INTEREST)					136
	LEGAL MATTERS					144
	EXPERTS					145
	WHERE YOU CAN FIND MORE INFORMATION					146
	INDEX TO FINANCIAL STATEMENTS					F-1

We have not, and the underwriters have not, authorized any other person to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing in this prospectus and any free writing prospectus prepared by us is accurate only as of their respective dates or on the date or dates which are specified in these documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus and any such free writing prospectus outside of the United States.

Through and including , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in the common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including Csquare. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

INDUSTRY AND MARKET DATA

We include in this prospectus statements regarding our industry, our competitors and factors that have impacted our and our customers’ industries. Such statements are statements of belief and are based on industry data and forecasts that we have obtained from industry publications and surveys, including those published by CBRE Group, Inc., as well as internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such information. In addition, while we believe that the industry information included herein is generally reliable, such information is inherently imprecise. Certain statements regarding our competitors are based on publicly available information, including filings with the Securities and Exchange Commission by such competitors, published industry sources and management estimates. While we are not aware of any misstatements regarding the industry, competitor and market data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption “Risk Factors” in this prospectus.

BASIS OF PRESENTATION

In this prospectus, unless otherwise indicated or the context otherwise requires, references to the “Company,” the “Issuer,” “Csquare,” “we,” “us” and “our” refer, prior to our conversion to a corporation, to BIF III US Aggregator (Delaware) LLC and its consolidated subsidiaries and, after our conversion to a corporation, to Csquare, Inc. and its consolidated subsidiaries.

All consolidated financial statements presented in this prospectus have been prepared in U.S. dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

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PROSPECTUS SUMMARY

The following summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider in making your investment decision. Before you make an investment decision, you should review this prospectus in its entirety, including matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. Some of the statements in the following summary constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Overview

Csquare is a leading North American enterprise digital infrastructure platform providing carrier-neutral colocation and interconnection services that support the applications powering the modern economy. We deliver mission-critical infrastructure to a diversified customer base of more than 1,700 enterprise, network, cloud, and technology customers. Our facilities support long-duration, availability-sensitive workloads with high barriers to exit, underpinned by strong customer retention, recurring revenue, and requirements for exceptional reliability, security, and connectivity.

We own and operate a geographically diverse portfolio of highly engineered, carrier-neutral data centers located in 21 major metropolitan markets across the United States, Canada and the United Kingdom. Given our presence in strategic locations, over 92% of the U.S. population is within two milliseconds of latency from one of our data centers. Our data centers provide essential infrastructure, including secure space, redundant power, advanced cooling systems, physical security, and dense interconnection capabilities, enabling customers to deploy and operate critical IT and network infrastructure.

As of March 31, 2026, our platform is comprised of 64 sites across 21 major metropolitan markets, delivering approximately 389 megawatts (“MW”) of Sellable Power Capacity and more than 36,600 interconnection products. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics” for details regarding the definition of Sellable Power Capacity.

The following map shows the locations and installed capacities of our data centers as of March 31, 2026, excluding three sites currently slated for closure.

Our platform is purpose-built to serve enterprise customers with complex operating requirements, including the need for network proximity, consistent operating standards, and high service availability. We focus

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primarily on sub-5 MW colocation deployments within multi-customer, interconnection-rich environments. We opportunistically can and will consider larger deployments based on customer demand. This approach allows us to support a broad range of long-standing blue-chip customers while maintaining high levels of operational efficiency and scalability across our portfolio.

We generate a majority of our revenue from recurring colocation and interconnection services under contractual arrangements that generally range from one to seven years, with our average remaining contract term being approximately 33 months as of March 31, 2026. We believe our diversified customer base, combined with the mission-critical nature of our services and the high switching costs associated with data center relocation, has contributed to our Net Revenue Churn, which was less than 2% for each of the three months ended March 31, 2026 and 2025, and stable, predictable cash flows. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics” for details regarding the definition of Net Revenue Churn and the calculation thereof.

Our multi-customer operating model is designed to drive significant customer diversification and limit reliance on any single customer or industry vertical. In addition, we believe our interconnection-rich facilities enhance customer retention and support incremental revenue growth through cross-connects and expansion deployments. As customers scale their infrastructure within our data centers, we believe we will be able to benefit from embedded growth with limited incremental capital investment.

Our customers rely on us as a critical infrastructure partner that simplifies the deployment and operation of mission-critical IT environments. We provide a geographically proximate, carrier-neutral colocation platform with pre-built power and cooling infrastructure that can be activated and scaled quickly within existing facilities. This enables enterprises to deploy capacity with short lead times, predictable costs, and minimal upfront capital.

Because our buildings, infrastructure and fiber ecosystems are already in place, customers benefit from low-latency connectivity, reduced execution risk, and flexible, modular expansion without the complexity or capital intensity of self-build or greenfield alternatives. This value proposition has driven sustained demand and strong customer adoption.

Strong operating performance and cash generation have enabled us to fund growth primarily through operating cash flow and disciplined financing activities. Our expansions are typically executed within existing, transformer-enabled facilities, requiring site-specific capital expenditures and typically costing on a net basis approximately $4 million to $8 million per MW—meaningfully lower than the expected cost of greenfield development.

This capital-efficient expansion model allows us to add incremental revenue with limited reliance on new building construction. As enterprises place additional workloads into production, including hybrid cloud and inference use cases, our portfolio of urban, carrier-neutral data centers provides a durable runway for scalable growth.

We believe our portfolio, operating strategy, and customer mix position us to benefit from long-term secular trends, including increased enterprise outsourcing of data center infrastructure, growth in network-intensive and latency-sensitive applications, artificial intelligence (“AI”) inference, and rising demand for reliable, secure, and interconnected digital infrastructure. We believe our disciplined capital allocation strategy, strong corporate liquidity and operating cash flows, as well as focus on operational excellence, support sustainable growth.

Our business has grown rapidly since inception, including organically and through acquisitions in January 2024 and October 2025. Our revenue was $270.5 million and $232.8 million for the three months ended March 31, 2026 and 2025, respectively, representing year-over-year growth of 16%. Our revenue was $987.0 million, $907.6 million and $198.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, representing year-over-year growth of 9% and 358%, respectively. Our net loss for the three months ended March 31, 2026 and 2025 was $66.0 million and $34.9 million, respectively. Our net income (loss) for the years ended December 31, 2025, 2024 and 2023 was $(119.9) million, $458.5 million and $(79.7) million, respectively. Our Adjusted EBITDA for the three months ended March 31, 2026 and 2025 was $108.3 million and $86.3 million, respectively. Our Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023 was $390.0 million, $288.7 million and $18.1 million, respectively. Our funds from operations (“FFO”) for the

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three months ended March 31, 2026 and 2025 were $18.5 million and $28.8 million, respectively. Our FFO for the years ended December 31, 2025, 2024 and 2023 were $152.0 million, $718.1 million and $(29.3) million, respectively. Adjusted EBITDA and FFO are non-GAAP financial measures. For additional information about our non-GAAP financial measures, including reconciliations of the non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Discussion of Non-GAAP Financial Measures.”

Our Origins

We commenced operations in January 2019. Our strategic development has been shaped by acquiring portfolios of data center assets that were built to high quality engineering standards, with robust power redundancy, dense embedded fiber connectivity, and strategically located urban footprints. As a result, many of our facilities benefit from infrastructure characteristics and locations that would be difficult and costly to replicate today.

In 2024, we acquired a portfolio of assets through a highly structured and disciplined process, capitalizing on a unique opportunity to add scale and quality to our platform. By focusing on assets with established power, connectivity, and enterprise demand, we enhanced our urban, carrier-neutral footprint with limited execution risk and attractive capital efficiency. The success of this approach is reflected in strong post-acquisition performance and sustained customer demand, demonstrating our ability to create value through operational expertise, balance sheet discipline, and opportunistic growth.

In addition, our current platform of assets has benefited from a comprehensive operational transformation. This process included the selective assumption and renegotiation of site leases, the divestiture of non-core international assets, significantly increased ownership of underlying real estate, and the consolidation of operations, systems, and go-to-market functions. These actions significantly improved our portfolio’s quality, enhanced operating efficiency, and aligned the platform with our long-term strategic objectives.

Our Commercial Strategy

We serve more than 1,700 customers across a broad range of industries, including financial services, health care, cloud and IT services, media and content, network service providers, semiconductors, gaming, and enterprise technology. Our customer base is highly diversified, and no single customer represented more than 7% of our revenue for the year ended December 31, 2025.

The following graphic shows our monthly recurring revenue by customer vertical as of March 31, 2026:

Customer Vertical

Most of our revenue is recurring and generated under contractual customer arrangements with multi-year terms, and our average remaining contract length was approximately 33 months as of March 31, 2026, which has increased from approximately 30 months and 21 months as of December 31, 2025 and December 31, 2024, respectively. Substantially all of our contractual arrangements contain power pass-through pricing

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mechanisms and annual escalators, reducing our exposure to utility price volatility and simplifying our cash flow planning over multi-year contracts. We had Net Revenue Churn of less than 2% for each of the three months ended March 31, 2026 and 2025, reflecting the mission-critical nature of our services and the operational complexity associated with relocating data center infrastructure. Finally, we generated 78.5% and 70.6% of our net operating income for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively, from owned sites, which, when combined with sites under long-term leases, provides significant operational control to deliver to our customers, improved capital markets access, and greater cost base certainty over the long term.

Our commercial strategy emphasizes long-term customer relationships and disciplined pricing over short-term revenue maximization, which we believe supports revenue visibility, and stability.

We provide several primary service offerings to our customer base:

Enterprise Colocation: Our primary service offering is enterprise-focused colocation. Customers deploy IT and network infrastructure within our data centers to support production IT environments, hybrid cloud architectures, latency-sensitive applications, financial trading platforms, content delivery networks, and enterprise AI and inference workloads. Most customer deployments are below 5 MW and average approximately 7.6 contracted kW per rack across our footprint, though we have the infrastructure and ability to provide high density computing environments in most of our data centers. We have installed and operate deployments as high as 150 kW per rack, with the ability to operate installations beyond 150 kW per rack.

The following graphic shows our monthly recurring revenue by deployment size as of March 31, 2026:

Deployment Size

Interconnection: Interconnection is a powerful growth engine at the center of our platform, and we averaged 21 interconnection products per customer as of March 31, 2026. Our data centers provide highly network-dense, carrier-neutral environments that give customers immediate access to a broad ecosystem of leading network service providers, cloud on-ramps, and direct customer-to-customer connectivity. With multiple providers operating in every facility, customers can rapidly scale, optimize performance, and reduce latency and costs—without vendor lock-in. This rich interconnection ecosystem enables faster deployments, efficient expansion, and stronger business partnerships from day one.

Interconnection services accounted for approximately 10.3% and 12.6% of our recurring revenues for the three months ended March 31, 2026 and 2025, respectively, and approximately 11.9%, 13.1% and 9.8% of our recurring revenues for the years ended December 31, 2025, 2024 and 2023, respectively, and we believe such services are a key driver of long-term customer value. By embedding customers within thriving, multi-tenant ecosystems, we help them build resilient, future-ready infrastructure that grows with their business.

While interconnection is not positioned as a primary customer acquisition tool, we believe it materially enhances customer “stickiness” by increasing switching costs and supporting operational integration within our facilities. As a result, our interconnection-rich environments contribute to average customer relationships with our top 50 customers of more than 12 years (as measured by monthly recurring revenue).

Additional Services: We also offer a range of additional services that generate incremental revenue and enhance customer retention. These services typically include remote hands and eyes support, equipment

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installation and removal, cabling and cross-connects, hardware troubleshooting, monitoring, and other on-demand technical assistance. Additional services are generally billed on a time-and-materials or per-service basis and allow customers to operate critical infrastructure without maintaining on-site personnel, while providing us with higher-margin, non-power-dependent revenue streams that complement our core colocation offerings.

Pricing Models and Power Cost Exposure

Data center contracts are typically structured as either “all-in” (bundled) or “metered power” (plus electricity). As of March 31, 2026, all-in contracts and metered power contracts comprised approximately 70.6% and approximately 29.4% of our total portfolio recurring revenue, respectively.

Under all-in contracts, customers pay a single recurring charge that includes power. However, substantially all of our all-in contracts as of March 31, 2026 included explicit mechanisms such as power indexation, utility rate pass-throughs, or extraordinary cost adjustment clauses. Where such mechanisms exist, certain increases in utility costs may be passed through to customers. Our exposure to utility rate volatility is significantly reduced through our ability to pass-through power costs to our all-in customers.

Under metered power contracts, customers pay a fixed facility and capacity fee plus electricity as a separate, metered charge. Electricity costs are passed through based on actual utility rates or agreed indices. As a result, power price increases are passed through to customers, and the customer bears all of the electricity price volatility.

Across both models, contracts are typically based on a committed power capacity (kW), and increases in customer power usage or capacity commitments generally result in higher customer charges, subject to contractual terms governing overages and capacity adjustments.

Our Competitive Strengths: Why We Win

Our ability to attract and retain customers is driven by several specific qualities that are critical to our success.

High Quality Infrastructure Engineered for Reliability and Longevity: Our data center facilities are designed and operated to support continuous, mission-critical workloads. Across our portfolio, we have historically achieved nearly 100% of uptime over more than a decade of operating history by us and our predecessors. Our model emphasizes preventative maintenance and disciplined capital reinvestment, including the systematic replacement and upgrading of power and cooling systems.

These ongoing investments are intended to maintain the reliability and performance of our facilities over time and to support evolving customer requirements. We believe this approach reduces operational risk, extends asset useful life, and mitigates the risk of infrastructure obsolescence.

Scaled Presence in Urban Population Centers Offering Low Latency Connections: Our portfolio of interconnection-oriented data centers is predominantly located in urban population centers in the United States market, that in almost all cases serve as demarcation points for key fiber-optic backbone providers. These fiber-optic backbone providers are part of a dense connectivity ecosystem within each of our data center campuses that include network service providers, cloud platforms, and enterprise customers.

Embedded Power Availability that Scales with Customer Demand: Our facilities are generally designed with embedded power availability and future potential expandable capacity, enabling customers to scale efficiently as their power and density requirements grow. This design allows us to activate additional capacity within almost all of our existing facilities in response to customer demand, supporting rapid deployments, expansions, and evolving workloads without the delays typically associated with new site development.

Because our facilities are already connected to utility power, fiber networks, and operational systems, customers may be able to benefit from shorter lead times, lower execution risk, and greater flexibility as their requirements change. This scalable approach allows customers to grow within our portfolio over time, supporting long-term relationships and repeat deployments while ensuring capacity is delivered in alignment with actual demand.

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Structurally Advantaged Exposure to Enterprise AI and Inference Workloads: The increased usage of AI increases demand for power densities and interconnection. We have embedded capacity to respond to enterprise AI and inference workloads in a capital efficient manner where these deployments align with our enterprise-focused operating model and facility capabilities. This allows customers to deploy higher-performance computing solutions, including GPU-based configurations, within a secure, operationally mature colocation environment designed for mission-critical workloads.

While many customers continue to operate at traditional enterprise power densities, many facilities within our portfolio can accommodate higher-density deployments, providing customers with flexibility to adopt AI and advanced computing use cases as their needs evolve. This approach enables customers to scale performance within a familiar platform and operating model, without requiring purpose-built facilities, while allowing us to participate in AI-related demand in a disciplined and targeted manner.

Industry Leading Management Team with Significant Data Center Experience and Proven Track Record: Our senior management team comprises seasoned industry professionals with more than a century of combined experience in the ownership, operation, and commercialization of data center and digital infrastructure assets. The team is supported by an in-house team of specialized data center engineers, electricians, and operations personnel with deep expertise across facility development, power systems, and day-to-day operations. This integrated operating platform, combined with management’s decades-long customer relationships and a strong understanding of enterprise requirements, enables us to deliver highly reliable, customized solutions and sustain long-term customer retention.

Industry Background

Data centers are specialized facilities designed to house servers, data storage systems, and networking equipment used to store, process, and transmit digital information. As enterprises increasingly rely on digital technologies to support core business operations, data centers have become critical infrastructure, providing secure, reliable, and continuously available environments for mission-critical workloads.

Colocation data centers enable organizations to outsource facility-level infrastructure while maintaining ownership and control of their IT equipment. These facilities provide essential services, including power, cooling, physical security, and access to network and cloud connectivity. By colocating infrastructure within shared facilities, customers can reduce capital expenditures, increase operational flexibility, and avoid the complexity associated with designing, building, and operating proprietary data center infrastructure.

Certain data centers are located at centralized network exchange points where multiple communications networks converge. These facilities function as interconnection hubs, enabling customers to establish direct physical connections with network service providers, cloud platforms, and other enterprises. Interconnection-rich environments facilitate efficient data exchange, support low-latency and high-availability applications, and allow customers to access multiple connectivity options within a single location.

The colocation data center business model is characterized by recurring and contractual revenue streams, typically generated through multi-year customer agreements that often include annual pricing escalators. Interconnection services generally involve recurring fees for physical cross-connects between customers, networks, and cloud platforms within a facility. These connections are typically maintained for the duration of the underlying workloads.

Together, colocation and interconnection services form a complementary operating model in which customers establish a physical presence within a facility and layer connectivity relationships on top of that footprint. Over time, the accumulation of customers, networks, and cloud providers within interconnection-rich facilities can create dense ecosystems that support strong customer retention and long-term occupancy.

Demand Drivers

Demand for data center capacity continues to increase as enterprises, service providers, and technology platforms expand their reliance on digital infrastructure. Industry estimates indicate that global data center demand is expected to grow at a strong pace over the next five years, with demand for power and capacity

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increasingly outstripping new supply in many established markets. This growth is driven by a combination of structural trends that are increasing compute intensity, power requirements, and the need for secure, interconnected infrastructure.

The adoption of AI across enterprise, consumer, and industrial applications is contributing to higher power density, cooling, and compute requirements within data centers. As these workloads are deployed alongside traditional enterprise applications, they are increasing demand for flexible colocation environments capable of supporting a range of operating profiles.

The following graphic illustrates growth in global data center colocation market demand and average contract rates:

	Data Center Colocation Market Demand(1)(2) ($Bn)			Average Contract Rates(3) ($ / kW / mo.)

(1)

Source: Market Share Report Series—Data Centre Colocation, Global Markets (Structure Research, August 2025)

(2)

Colocation market size defined as the total revenue generated from deploying colocation footprints

(3)

Source: CBRE Research, CBRE Data Center Solutions, H2 2025. Represents average asking rental rates in primary markets for 250 – 500 kW contracts

The increased demand for colocation data centers is supported by several key factors, including:

•

Enterprise Workload Expansion. Enterprise data traffic and processing requirements continue to increase in complexity and volume. As a result, enterprises are increasingly outsourcing IT infrastructure and adopting hybrid IT architectures to access secure, resilient, and scalable environments operated by specialized data center providers.

•

Rise of High-Density Computing and AI. Enterprise adoption of AI is driving increased demand for higher-density computing, particularly for inference workloads that are latency-sensitive, network-intensive, and deployed close to users and enterprise data environments. Unlike large-scale training, these workloads prioritize low latency, high availability, and dense connectivity, favoring data centers with strong interconnection ecosystems, proximity to cloud and network providers, and the ability to support elevated power and cooling requirements. As AI adoption matures, industry trends indicate a shift from training toward inference deployed in production environments, increasing demand for infrastructure that can support advanced computing alongside existing enterprise workloads. We believe our facilities are well positioned to support this evolution by enabling customers to deploy AI-enabled applications within secure, network-rich, and operationally mature environments without requiring purpose-built AI campuses.

•

Regulatory, Compliance, and Data Localization Requirements. Increasing regulatory requirements in certain industries and jurisdictions are driving demand for third-party data center facilities that can support compliance and security, data sovereignty, and localization needs.

•

Shift Away from On-Premises Infrastructure. Many enterprises are migrating workloads away from on-premises environments to gain greater flexibility, reduce long-term capital requirements, access newer technologies, and locate infrastructure closer to end markets and network exchange points.

•

Cloud Repatriation and Hybrid Architectures. Some enterprises are reevaluating public cloud deployments and relocating certain workloads to colocation environments, where dedicated

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infrastructure can offer greater cost predictability, performance control, and customization. Colocation data centers provide a flexible alternative that supports hybrid and multi-cloud strategies.

Key Factors Influencing Industry Structure

The retail colocation data center industry operates within a capital intensive, technically complex environment as well as connectivity-dependent framework that can make entry and rapid scaling challenging for new participants.

Entry into the colocation data center sector in the major markets that we target requires access to reliable and scalable utility power, significant upfront capital requirements and ongoing reinvestment needs, specialized technical expertise and operating personnel, suitably zoned sites, and compliance with regulatory and permitting requirements.

New supply is further constrained by factors such as power availability, lengthy permitting and zoning timelines, supply chain limitations, and extended construction and commissioning cycles. These constraints are compounded by the technical complexity associated with the design, construction, and operation of data center facilities, particularly those capable of supporting higher-density or advanced computing workloads.

Customers tend to have long-term relationships with their providers due to the cost, operational risk and complexity involved in migrating critical infrastructure, as well as the presence of embedded connectivity and interconnection relationships within existing facilities. In addition, achieving scale in the colocation sector requires the ability to deliver consistent service across multiple locations while effectively managing capital deployment and long-term asset maintenance.

Finally, interconnection-oriented data centers are often located along established fiber-optic backbones and within dense connectivity ecosystems that include network service providers, cloud platforms, and enterprise customers. These ecosystems typically develop over extended periods of time and are frequently concentrated in or near major metropolitan areas, making comparable connectivity environments difficult to replicate.

Growth Strategy

Our growth is driven by a repeatable, capital-efficient expansion model within our existing portfolio. Customers enter the platform with an initial deployment that converts into recurring revenue through predictable installation cycles. As workloads scale and architectures evolve, customers generally have the ability to expand power, density, and footprint within existing facilities, driving incremental revenue with materially lower capital intensity than new development. Over time, customers also have the ability to layer interconnection and additional services onto their colocation footprint, increasing revenue per customer and reinforcing long-term retention through rising switching costs. This operating model enables us to compound revenue and cash flow primarily through expansion inside our existing asset base while maintaining disciplined capital deployment and limited execution risk. As of March 31, 2026, we estimate there is up to approximately 670 MW of potential expansion capacity embedded within our existing sites by leveraging power, shell and topology upgrades, with approximately 330 MW and 340 MW of such potential expansion capacity from equipment optimization and under-roof expansion, respectively. For our expansions, we target a net cost to build of approximately $4 million to $8 million per MW and a payback period of less than five years.

Our Bookings were $64.2 million and $43.8 million for the three months ended March 31, 2026 and 2025, respectively, representing year-over-year growth of 46.7%. Our Bookings were $205.3 million, $141.8 million and $45.3 million for the years ended December 31, 2025, 2024 and 2023, respectively, representing year-over-year growth of 44.8% and 213.0%, respectively. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics” for details regarding the definition of Bookings. Our growth strategy includes converting Bookings into recurring revenue through disciplined execution, efficient project delivery, and close coordination among our sales, engineering, and operations teams. Bookings provides visibility into near-term revenue growth and reduces reliance on speculative demand or market timing. In addition, since the beginning of 2023, we have installed more than 51 MW of capacity and have added over 170 logos, or new customer organizations. We believe the addition of new customer logos is an indicator of market adoption of our platform and our ability to attract new customers across industries and geographies. New customer logos generally contribute to revenue growth through the addition of new subscription

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contracts and provide opportunities for future expansion through cross-selling and upselling additional products and services. Because the amount of revenue generated by each customer varies depending on factors such as contract size, product mix and deployment scope, increases in customer logos are not necessarily directly correlated with revenue growth in any particular period.

Further, we are focused on expanding recurring revenue and cash flow through capital-efficient investment within our existing portfolio, disciplined customer acquisition, and selective support of evolving enterprise workloads. We prioritize growth opportunities that preserve customer diversification, enhance interconnection ecosystems, and generate attractive risk-adjusted returns without increasing development, concentration, or execution risk.

As we pursue organic growth, we expect to fund our expansion activities primarily through operating cash flows, supported by our strong balance sheet and, where appropriate, access to debt financing. Our growth strategy is designed to be largely self-funded, benefiting from a predominantly fixed cost structure and meaningful operating leverage as incremental capacity is deployed. We believe that revenue growth from under-roof expansion, backlog conversion, and customer relationship expansion will translate efficiently into cash flow, supported by centralized operations, procurement scale, and standardized systems across our portfolio.

We believe we have identified potential opportunities to grow our Adjusted EBITDA in excess of 14% on a compounded annual basis over the medium term. We believe there is an opportunity to grow Adjusted EBITDA by 3% to 5% on an annual basis during that period as a result of our pricing and leasing dynamics, including through our annual contractual escalators, leasing spreads and power pass-through pricing mechanisms, which are supported by our low levels of customer churn and high customer switching costs. We believe there is an opportunity to grow Adjusted EBITDA by 7% to 9% on an annual basis during that period as a result of under-roof growth, consisting of brownfield projects, our targeted 4x to 6x build multiple, which is calculated as a project’s total net capital expenditures expected to be incurred once a contract is in place divided by such project’s contracted annualized net operating income, long-term contracts and significant untapped space and power, which is supported by our fast booked-to-billing times and track record of under-roof expansion. We further believe there is an opportunity to grow Adjusted EBITDA by 4% or more on an annual basis during that period through strategic lease buyouts, site level mergers and acquisitions and optimization of our balance sheet. There can be no assurance that we will be successful in pursuing, or realizing the benefits of, any of the potential opportunities that we have identified in the estimated amounts, within the timeframe identified, or at all. See “Risk Factors—Risks Related to Our Business and Operations—Financial Risks—Our estimates of market opportunity, potential expansion capacity, potential Adjusted EBITDA growth opportunities and target leverage may prove to be inaccurate.”

Customer Relationship Expansion

We are focused on expanding existing customer relationships through incremental deployments, densification, and the provision of additional interconnection and additional services. Customers typically enter our platform with an initial deployment and generally have the ability to expand their deployment over time as workloads scale, architectures evolve, or additional applications are placed into production. As enterprise customer use cases continue to evolve—including increased adoption of higher-density computing and AI-enabled workloads such as inference—we believe we are well positioned to support rising power, cooling, and connectivity requirements within our existing facilities.

Our interconnection-rich environments, operational reliability, and flexible infrastructure enable customers to scale efficiently within our footprint, which we believe will allow us to increase revenue per customer while maintaining low customer acquisition costs and high retention.

Product and Pricing Optimization

We continue to refine our commercial strategy to enhance revenue quality and growth. This includes contractual annual pricing escalators, disciplined pricing for power-intensive deployments, and optimization of additional services such as cross-connects, remote hands, and on-site storage.

Under-Roof Expansion

A primary growth driver is under-roof expansion within our existing data center footprint to support additional capacity requirements. Our portfolio includes embedded capacity in the form of available power,

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vacant shell space, and infrastructure upgrade opportunities that can be activated through targeted investments, including additional UPS capacity, electrical topology enhancements, and increased rack density.

Under-roof expansion projects generally require lower capital investment and shorter development timelines than greenfield construction, as core building structures, utility power, and connectivity ecosystems are already in place. We expect a significant portion of near- and medium-term growth to be generated through these opportunities, in connection with contracted customer demand.

Disciplined Portfolio Optimization and Selective Acquisitions

We may pursue selective acquisitions or asset purchases that complement our existing footprint, enhance market density, or increase ownership of underlying real estate. Any such transactions are expected to meet strict underwriting criteria and align with our focus on enterprise colocation and interconnection.

Financial Policy

We seek to adhere to a conservative financial policy, which we believe is important to generating a stable and growing Adjusted EBITDA profile, maintaining a high rate of cash conversion and managing corporate liquidity.

The key pillars of our financial policy include the following:

Generate cash flows from recurring, contractual arrangements with long-tenured, high-quality customers. We target generating substantially all of our cash flows from recurring contractual arrangements with highly creditworthy counterparties under long-term offtake agreements. We believe this approach supports cash flow stability and reduces the capital intensity of our operations. For the year ended December 31, 2025, approximately 86% of our revenues were derived from enterprise colocation and interconnection services, which we consider to represent a stable, recurring base of cash flows.

In addition, we maintain a high level of customer diversification, with more than 1,700 customers across a broad range of industries. No single customer represented more than 7% of total revenues for the year ended December 31, 2025, which limits our exposure to any individual customer, service, or sector.

We also benefit from a long-standing customer base, with our top 50 customers (as measured by monthly recurring revenue) having maintained relationships with us for more than 12 years and a Net Revenue Churn of less than 8% for the year ended December 31, 2025. In addition, over the eight fiscal quarters in 2025 and 2024, we had an average quarterly Net Revenue Churn of less than 1.7%. We believe these factors reflect the durability of our customer relationships and contribute to the overall stability of our operations.

Maintain high levels of liquidity. As of March 31, 2026, we had total available liquidity of $357.6 million, consisting of $313.2 million of cash and cash equivalents and restricted cash, $91.0 million of undrawn and available capacity under our $800.0 million revolving credit facility (the “Revolving Credit Facility”) and our variable funding notes, less $46.6 million due to the issuance of letters of credit. Our business has limited non-discretionary capital requirements, and accordingly we intend to use available liquidity to reinvest into accretive growth initiatives designed to grow and enhance our service offerings, fund working capital requirements, and repay outstanding indebtedness.

Focus on self-funding accretive capital deployment while maintaining a resilient leverage profile. Over the long term, as we pursue organic growth, we target funding our pipeline of accretive growth opportunities primarily through operating cash flows and, where appropriate, through incremental debt financing, and we are targeting a long-term leverage ratio (which we calculate as (x) the total carrying value of debt and finance leases, less cash and cash equivalents and restricted cash, divided by (y) the sum of (i) Adjusted EBITDA for our last fiscal quarter multiplied by four and (ii) contracted recurring revenue of signed customer commitments that require installation and/or deployment prior to the commencement of revenue recognition for our last month, net of associated recurring costs, multiplied by 12) of around 6.0x to 7.0x. We seek to build and maintain an inventory of growth opportunities that meet our internal return thresholds.

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Recent Developments

Preliminary Financial Results and Other Data for the Six Months ended June 30, 2026

Set forth below are our preliminary estimates of unaudited select financial results and other data for the six months ended June 30, 2026. Our unaudited condensed consolidated financial statements for the six months ended June 30, 2026 are not yet available. Ranges have been provided, rather than specific amounts, for the preliminary estimates of the unaudited select financial results and other data for the six months ended June 30, 2026 because our financial closing procedures for these periods are not yet complete. These preliminary estimates reflect our management’s current views based on information available to us as of the date of this prospectus and are not a comprehensive statement of our financial results for the periods presented. These preliminary estimates are subject to the completion of our financial and accounting review procedures and should not be viewed as a substitute for consolidated financial statements prepared in accordance with GAAP for any period, including the periods presented. Our unaudited condensed consolidated financial statements and related notes as of and for the six months ended June 30, 2026 are not expected to be filed with the SEC until after this offering is completed. Our reported financial results for the six months ended June 30, 2026 may differ materially from these preliminary estimates as a result of financial and accounting closing and review procedures, including final adjustments, management’s review of results, and the impact of new information that may arise between now and the time the financial results are finalized. In addition, these preliminary estimates are forward-looking statements and are not guarantees of future performance or outcomes. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

We have not yet finalized our full financial results and other data for the six months ended June 30, 2026. However, we anticipate our Net Revenue Churn for the six months ended June 30, 2026 will be within the low and high range of approximately % and %, as compared to Net Revenue Churn of approximately % for the six months ended June 30, 2025. We further anticipate our Bookings for the six months ended June 30, 2026 will be within the low and high range of approximately $ million and $ million, as compared to Bookings of approximately $ million for the six months ended June 30, 2025.

The preliminary estimates set forth below have been prepared by, and are the responsibility of, our management. Our independent registered public accounting firm, Deloitte & Touche LLP, has not audited, reviewed, compiled or performed any procedures with respect to this preliminary financial information and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto.

We estimate that revenues, net income, Adjusted EBITDA and FFO for the six months ended June 30, 2026 will be within the ranges shown below, as compared to the six months ended June 30, 2025:

Six Months Ended

June 30, 2026

June 30, 2025

% Change

(in thousands)

Low

High

Actual

Low

High

Revenues

Net income

Adjusted EBITDA(1)

FFO(2)

(1)

Adjusted EBITDA is a non-GAAP measure. See “—Summary Consolidated Financial and Operating Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Discussion of Non-GAAP Financial Measures” for how we define Adjusted EBITDA, the reasons why we include this measure and certain limitations associated with such measure.

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The following table presents the calculation of Adjusted EBITDA for the six months ended June 30, 2026 (at the low end and high end of the estimated net income and Adjusted EBITDA ranges set forth above) as compared to the six months ended June 30, 2025, with a reconciliation to the most comparable GAAP metric:

Six Months Ended

June 30, 2026

June 30, 2025

(in thousands)

Low

High

Actual

Net income

Adjustments:

Interest expense

Income tax (benefit) expense

Depreciation and amortization

Loss (gain) on extinguishment of debt

Bargain purchase gain

Other (income) loss, net

Transaction and other costs

Adjusted EBITDA

(2)

FFO is a non-GAAP measure. See “—Summary Consolidated Financial and Operating Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Discussion of Non-GAAP Financial Measures” for how we define FFO, the reasons why we include this measure and certain limitations associated with such measure.

The following table presents the calculation of FFO for the six months ended June 30, 2026 (at the low end and high end of the estimated net income and FFO ranges set forth above) as compared to the six months ended June 30, 2025, with a reconciliation to the most comparable GAAP metric:

Six Months Ended

June 30, 2026

June 30, 2025

(in thousands)

Low

High

Actual

Net income

Adjustments:

Depreciation and amortization

FFO

Risk Factor Summary

Participating in this offering involves substantial risk. Our business is also subject to numerous risks and uncertainties of which you should be aware before making a decision to invest in our common stock. These risks are more fully described in the section titled “Risk Factors” immediately following this prospectus summary. These risks, among others, include the following:

•

our portfolio of properties is geographically concentrated, and adverse developments in local economic conditions, power availability, or demand for data center space in these markets could have a material adverse effect on our business, financial condition and operating results;

•

demand for data center space is affected by economic conditions, technology trends, and customer deployment decisions, and a reduction in demand could have a material adverse effect on our business, financial condition and results of operations;

•

a small number of customers account for a significant portion of our operating revenues, and the loss, default, or reduced utilization by any of these customers could significantly harm our business, financial condition and results of operations;

•

our ability to generate interconnection and other service revenues depends on attracting and retaining a balanced customer base, and failure to attract, grow and retain this base of customers or future consolidation in the technology industry could harm our business, financial condition and operating results;

•

our products and services have a long sales cycle, and delays in leasing decisions may harm our revenues and operating results;

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•

we face significant competition and may be unable to sell vacant space, renew existing customer agreements, or contract space at favorable rates as customer agreements expire;

•

our growth depends on the successful development and expansion of our data centers, and delays, cost overruns, or selling risk could have a material adverse effect on our business, financial condition and results of operations;

•

power procurement and interconnection constraints may limit our ability to deliver and monetize capacity;

•

we depend on third parties for network connectivity, critical equipment, and utility power, and disruptions or cost increases could adversely affect our business;

•

the loss of one or more of our key personnel or our failure to attract and retain qualified personnel could harm our business;

•

our substantial indebtedness could adversely affect our financial condition and ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry; and

•

we continue to be controlled by Brookfield, and Brookfield’s interests may conflict with our interests and the interests of other stockholders.

Our Sponsor

Brookfield Corporation is a leading global investment firm focused on building long-term wealth for institutions and individuals around the world. Brookfield Corporation has three core businesses: alternative asset management, wealth solutions and its operating businesses, which are in infrastructure, energy, business and industrial services, and real estate.

Upon the closing of this offering, Brookfield will continue to beneficially own approximately % of the voting power of our outstanding common stock. As a result, Brookfield will have the ability to determine all matters requiring approval by our stockholders, and we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE and therefore will be exempt from certain corporate governance requirements of such rules. For further information on the implications of being a “controlled company,” see “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock” and “Management—Controlled Company.”

Following the closing of this offering, Brookfield will have the right, at any time until Brookfield no longer beneficially owns at least 5% of the voting power of our outstanding common stock, to nominate a number of directors comprising a percentage of our board of directors in accordance with their beneficial ownership of the voting power of our outstanding common stock (rounded up to the nearest whole number), except that if Brookfield beneficially owns more than 50% of the voting power of our outstanding common stock, Brookfield will have the right to nominate a majority of the directors. In addition, the approval of Brookfield will be required for certain matters, including, but not limited to, material acquisitions and dispositions other than certain transactions in the ordinary course of business, certain issuances of equity securities and incurrence of debt, and mergers, consolidations and transfers of all or substantially all of our assets, until the first time that Brookfield ceases to beneficially own at least 20% of our common stock. See “Management—Board Composition,” “Certain Relationships and Related Party Transactions—Stockholders Agreement” and “Description of Capital Stock—Composition of Board of Directors; Election and Removal of Directors” for more information.

Corporate Conversion

We were formed in May 2018 as a Delaware limited liability company under the name BIF III US Aggregator (Delaware) LLC. On June 15, 2026, BIF III US Aggregator (Delaware) LLC was converted into a Delaware corporation pursuant to a statutory conversion and changed its name to Csquare, Inc.

In connection with our conversion to a corporation, all of the outstanding equity interests of BIF III US Aggregator (Delaware) LLC were converted into shares of our common stock. As a result of the conversion,

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Csquare, Inc. continued to hold all property and assets of BIF III US Aggregator (Delaware) LLC and assumed all of the debts and obligations of BIF III US Aggregator (Delaware) LLC.

Corporate Information

We were organized under the laws of the State of Delaware as a limited liability company on May 25, 2018 and converted to a corporation under the laws of the State of Delaware on June 15, 2026. Our principal executive offices are located at 3100 Olympus Blvd., Suite 510, Coppell, TX 75019. Our telephone number is (855) 699-8372. Our website is located at https://www.csquare.com. Our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on our website or any such information in making your decision whether to purchase shares of our common stock.

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The Offering

Issuer

Csquare, Inc.

Common stock offered by us

shares (or shares if the underwriters exercise their option to purchase additional shares in full).

Underwriters’ option to purchase additional shares

We have granted the underwriters a 30-day option to purchase up to an additional shares from us, solely to cover over-allotments, if any, at the initial public offering price less underwriting discounts and commissions. See “Underwriting (Conflicts of Interest).”

Common stock to be outstanding after giving effect to this offering

shares (or shares if the underwriters exercise their option to purchase additional shares in full).

Use of proceeds

We estimate that the net proceeds from this offering will be approximately $ million (or approximately $ million if the underwriters exercise their option to purchase additional shares in full), after deducting underwriting discounts and commissions, based on an assumed initial offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus).

We currently expect to use $ million of the net proceeds from this offering to repay in full all outstanding borrowings under our Revolving Credit Facility and the Promissory Note (as defined herein) and $ million of the net proceeds from this offering to repay a portion of certain series of our outstanding 2024 ABS Notes (as defined herein) and the remainder for general corporate purposes, which may include, in addition to repayment of indebtedness, funding acquisitions, additions to working capital, repurchases of common stock, dividends, capital expenditures and investments in our subsidiaries. We will retain broad discretion as to how we use the proceeds from this offering, and such proceeds may not be used immediately following this offering. See “Use of Proceeds” for additional information.

Controlled company

Upon completion of this offering, Brookfield will continue to beneficially own more than 50% of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. As a “controlled company,” we will be permitted to, and we intend to, elect not to comply with certain corporate governance requirements of the NYSE, including those that would otherwise require that (1) our board of directors have a majority of independent directors, (2) the compensation committee of our board of directors be comprised entirely of independent directors and (3) the nominating and corporate governance committee of our board of directors be comprised entirely of independent directors. See “Management—Controlled Company.”

Dividend policy

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stockholders in the future, the timing and amount of any dividends in the future will be at the sole discretion of our board of directors and will depend upon such factors as earnings levels, cash flows, capital requirements, levels of indebtedness, restrictions imposed by applicable law, our overall financial condition, restrictions in our debt agreements, and any other factors deemed relevant by our board of directors. See “Dividend Policy.”

Listing

We have applied to list our common stock on the NYSE under the symbol “CSQR”.

Risk Factors

Investing in our common stock involves risks. You should read the section titled “Risk Factors” and the other information included in this prospectus for a discussion of some of the risks and uncertainties you should carefully consider before deciding to invest in our common stock.

Conflict of Interest

Because affiliates of Morgan Stanley & Co. LLC, TD Securities (USA) LLC, Wells Fargo Securities, LLC, BMO Capital Markets Corp., Scotia Capital (USA) Inc., CIBC World Markets Corp., National Bank of Canada Financial Inc. and PNC Capital Markets LLC are lenders on our Revolving Credit Facility and will receive 5% or more of the net proceeds of this offering due to the repayment of the Revolving Credit Facility by us, each of Morgan Stanley & Co. LLC, TD Securities (USA) LLC, Wells Fargo Securities, LLC, BMO Capital Markets Corp., Scotia Capital (USA) Inc., CIBC World Markets Corp., National Bank of Canada Financial Inc. and PNC Capital Markets LLC is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. In addition, because affiliates of Brookfield Securities LLC own more than 10% of our outstanding equity securities in the aggregate and because the Brookfield Stockholder is the lender under the Promissory Note and, as a result, will receive 5% or more of the net proceeds of this offering due to the repayment of the Promissory Note by us, Brookfield Securities LLC is also deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Accordingly, this offering will be conducted in compliance with FINRA Rule 5121, which requires, among other things, that a qualified independent underwriter has participated in the preparation of, and has exercised the usual standards of “due diligence” with respect to, this prospectus and the registration statement of which this prospectus forms a part. RBC Capital Markets, LLC has agreed to act as qualified independent underwriter for the offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 of the Securities Act. RBC Capital Markets, LLC will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify RBC Capital Markets, LLC against liabilities incurred in connection with acting as qualified independent underwriter, including liabilities under the Securities Act. See “Underwriting (Conflicts of Interest).”

Directed Share Program

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The number of shares of our common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. Any shares sold under the directed share program, other than to our directors, officers, and existing significant stockholders, will not be subject to the terms of any lock-up agreement. See “Underwriting (Conflicts of Interest)—Directed Share Program.”

Except as otherwise indicated, all of the information in this prospectus:

•

gives effect to a -for- stock split of our common stock, which will occur prior to the closing of this offering (the “Stock Split”);

•

assumes an initial public offering price of $ per share of common stock, the midpoint of the range set forth on the cover page of this prospectus;

•

assumes no exercise of the underwriters’ option to purchase up to additional shares of common stock in this offering; and

•

does not reflect shares of common stock reserved for future grant under our new equity incentive plan (the “Omnibus Incentive Plan”), including up to unvested shares of common stock or restricted stock units (“RSUs”) that we expect to grant to certain of our employees, including our executive officers, on or about the date of this prospectus (assuming an initial public offering price at the midpoint of the estimated price range set forth on the cover page of this prospectus), other than shares of vested common stock that we expect to grant to our employees, including executive officers, on or about the date of this prospectus (assuming an initial public offering price at the midpoint of the estimated price range set forth on the cover page of this prospectus). Each $1.00 increase (decrease) in the initial public offering price would decrease (increase) the number of unvested common stock or RSUs and vested common stock that we expect to grant to our employees by and , respectively. See “Executive Compensation—Equity Compensation Plans—2026 Omnibus Incentive Plan” and “Executive Compensation—Executive Compensation Tables—Outstanding Equity Awards.”

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Summary Consolidated Financial and Operating Information

The following table sets forth our summary consolidated financial data as of the dates and for the periods indicated. The statements of operations data and statements of cash flows data set forth below for the years ended December 31, 2025, 2024 and 2023 and the balance sheet data as of December 31, 2025 and 2024 are derived from our audited consolidated financial statements that are included elsewhere in this prospectus. The statements of operations data and statements of cash flows data set forth below for the three months ended March 31, 2026 and 2025 and the balance sheet data as of March 31, 2026 are derived from our unaudited consolidated financial statements that are included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in any period in the future.

You should read the following summary consolidated financial data and operating information in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, the related notes, and other financial information included elsewhere in this prospectus. The summary consolidated financial data in this section are not intended to replace our consolidated financial statements and the related notes and are qualified in their entirety by our consolidated financial statements and the related notes included elsewhere in this prospectus.

	Years Ended December 31,									Three Months Ended March 31,
	2025			2024			2023			2026			2025
	(in thousands, except per unit data)
Statements of Operations Data:
Revenues		$	986,980		$	907,551		$	198,260		$	270,462		$	232,759
Costs and operating expenses:
Cost of revenues, excluding depreciation and amortization			509,249			516,500			140,058			136,454			123,525
Selling, marketing, general and administrative			87,724			102,326			40,143			25,722			22,928
Depreciation and amortization			271,916			259,575			50,423			84,498			63,733
Transaction and other costs			17,710			69,375			8,873			10,509			2,827
Total costs and operating expenses			886,599			947,776			239,497			257,183			213,013
Income (loss) from operations			100,381			(40,225)			(41,237)			13,279			19,746
Interest expense			(241,165)			(185,614)			(46,170)			(88,363)			(54,553)
(Loss) gain on extinguishment of debt			(7,114)			(14,934)			9,782			—			(5,313)
Bargain purchase gain			—			544,097			—			—			—
Other income (loss), net			9,479			10,678			(1,039)			(2,618)			(253)
(Loss) income before income taxes			(138,419)			314,002			(78,664)			(77,702)			(40,373)
Income tax benefit (expense)			18,515			144,539			(1,032)			11,749			5,458
Net (loss) income		$	(119,904)		$	458,541		$	(79,696)		$	(65,953)		$	(34,915)
Net income (loss) per unit:
Basic and diluted		$	(0.25)		$	0.95		$	(0.16)		$	(0.14)		$	(0.07)
Weighted average common units outstanding:
Basic and diluted			484,000			484,000			484,000			484,000			484,000

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	Years Ended December 31,									Three Months Ended March 31,
	2025			2024			2023			2026			2025
	(in thousands)
Statements of Cash Flows Data:
Net cash provided by (used in) operating activities		$	171,984		$	80,968		$	(56,261)		$	(18,312)		$	4,132
Net cash used in investing activities			(871,519)			(1,356,632)			(184,165)			(135,900)			(37,098)
Net cash provided by financing activities			988,370			1,371,020			236,291			71,447			89,148
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash			(6,006)			(1,646)			(46)			(2,099)			(2,635)
Net change in cash, cash equivalents and restricted cash			282,829			93,710			(4,181)			(84,864)			53,547

	As of December 31,						As of March 31, 2026
	2025			2024			As of March 31, 2026
	(in thousands)
Consolidated Balance Sheet Data:
Total current assets		$	718,895		$	283,043		$	685,115
Total non-current assets			5,375,528			4,247,667			5,424,704
Total current liabilities			316,216			376,073			320,809
Total non-current liabilities			5,904,953			3,376,213			5,993,019
Total member’s (deficit) equity			(126,746)			778,424			(204,009)

	Years Ended December 31,									Three Months Ended March 31,
	2025			2024			2023			2026			2025
	(in thousands)
Non-GAAP Financial Measures and Other Financial and Operating Data:
Net (loss) income		$	(119,904)		$	458,541		$	(79,696)		$	(65,953)		$	(34,915)
Adjusted EBITDA(1)			390,007			288,725			18,059			108,286			86,306
FFO(1)			152,012			718,116			(29,273)			18,545			28,818
Bargain purchase gain			—			(544,097)			—			—			—
Net favorable leasehold interest amortization.			7,923			9,546			—			1,018			2,400
Transaction and other costs			17,710			69,375			8,873			10,509			2,827
Amortization of deferred financing costs and debt discounts			29,012			23,939			3,044			11,951			5,512
Loss (gain) on debt extinguishment			7,114			14,934			(9,782)			—			5,313
Deferred income tax (benefit) loss			(19,748)			(145,765)			871			(15,668)			(5,822)
Recurring capital expenditures			(45,554)			(30,200)			(21,263)			(10,675)			(7,037)

(1)

To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use Adjusted EBITDA and FFO, collectively, to help us evaluate our business. We use such non-GAAP financial measures to make strategic decisions, establish business plans and forecasts, identify trends affecting our business, and evaluate operating performance. We believe that these non-GAAP financial measures may be helpful to investors because they allow for greater transparency into what measures we use in operating our business and measuring our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance. These non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP measures used by other companies. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information regarding our non-GAAP financial measures.

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The following table presents the calculation of Adjusted EBITDA for the periods presented, with a reconciliation to the most comparable GAAP metric:

	Years Ended December 31,									Three Months Ended March 31,
	2025			2024			2023			2026			2025
	(in thousands)
Net (loss) income		$	(119,904)		$	458,541		$	(79,696)		$	(65,953)		$	(34,915)
Adjustments:
Interest expense			241,165			185,614			46,170			88,363			54,553
Income tax (benefit) expense			(18,515)			(144,539)			1,032			(11,749)			(5,458)
Depreciation and amortization			271,916			259,575			50,423			84,498			63,733
Loss (gain) on extinguishment of debt			7,114			14,934			(9,782)			—			5,313
Bargain purchase gain			—			(544,097)			—			—			—
Other (income) loss, net			(9,479)			(10,678)			1,039			2,618			253
Transaction and other costs			17,710			69,375			8,873			10,509			2,827
Adjusted EBITDA		$	390,007		$	288,725		$	18,059		$	108,286		$	86,306

The following table presents the calculation of FFO for the periods presented, with a reconciliation to the most comparable GAAP metric:

	Years Ended December 31,									Three Months Ended March 31,
	2025			2024			2023			2026			2025
	(in thousands)
Net (loss) income		$	(119,904)		$	458,541		$	(79,696)		$	(65,953)		$	(34,915)
Adjustments:
Depreciation and amortization			271,916			259,575			50,423			84,498			63,733
FFO		$	152,012		$	718,116		$	(29,273)		$	18,545		$	28,818

Key Business Metrics

We evaluate our operating performance, growth, and the stability of our revenue base using a set of key business metrics that are specific to the retail colocation data center industry. These metrics are used by management and reviewed regularly by our board of directors to assess demand for our capacity, pricing trends, operating leverage, customer retention, and the durability of our customer relationships. We believe these metrics provide useful information to investors regarding the drivers of our financial results and our ability to generate long-term, recurring cash flows.

The following table presents our key business metrics (MW presented as whole numbers):

	As of and for the Years Ended December 31,									As of and for the Three Months Ended March 31,
	2025			2024			2023			2026			2025
Contracted Power Capacity (MW) (period end)(1)			376			263			48			392			279
Sellable Power Capacity (MW) (period end)(1)			389			297			61			389			326
Contracted Power Sold (%) (period end)(1)			97%			88%			78%			101%			86%
Net Revenue Churn (%)(1)			7.9%			3.5%			11.8%			1.8%			1.9%
Bookings (in thousands)(1)		$	205,279		$	141,821		$	45,279		$	64,216		$	43,757

(1)

For definitions of Contracted Power Capacity, Sellable Power Capacity, Contracted Power Sold, Net Revenue Churn and Bookings, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics.”

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RISK FACTORS

Investing in our common stock involves risks. You should carefully consider the risks and uncertainties described below, as well as the other information contained in this prospectus, including our consolidated financial statements and the related notes thereto included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding to invest in our common stock. In addition, past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. Any of the following risks could materially and adversely affect our business, financial condition and results of operations, in which case the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Our Business and Industry

Industry, Market and Customer Risks

Our portfolio of properties is geographically concentrated, and adverse developments in local economic conditions, power availability, or demand for data center space in these markets could have a material adverse effect on our business, financial condition and operating results.

Our portfolio of properties consists primarily of data centers concentrated in Chicago, Silicon Valley, New Jersey, Northern Virginia, Dallas, Phoenix and Atlanta. These markets comprised approximately 17%, 13%, 11%, 10%, 10%, 6% and 4%, respectively, of our total portfolio annualized recurring revenue as of March 31, 2026. As a result, we are susceptible to market-specific developments, including local economic conditions, changes in technology-related real estate fundamentals, utility and grid limitations, local permitting and zoning practices, and the supply of and demand for data center space in these markets. For example, the cost of power in the Boston and California markets is higher and more volatile.

A downturn in the economy, real estate markets, or the technology infrastructure industry in any of these markets, or an oversupply of or reduced demand for data center space in these markets, could reduce occupancy, slow leasing, increase concessions, or reduce rental rates. Because our portfolio is less diversified geographically than many broader real estate portfolios, adverse developments in any one of these markets could have a material adverse effect on our business, financial condition and results of operations.

Demand for data center space is affected by economic conditions, technology trends, and customer deployment decisions, and a reduction in demand could have a material adverse effect on our business, financial condition and results of operations.

We are in the business of operating data centers. A reduction in the demand for data center space, power or connectivity would have a greater adverse effect on our business and financial condition than if we had a more diversified business. Our development and leasing activities are susceptible to general economic slowdowns and adverse developments in the data center, internet and data communications, and broader technology industries. A slowdown in these industries could lead to reduced corporate IT spending, delayed or cancelled deployments, and reduced demand for data center space and related services. Demand could also decline due to customer relocations to metropolitan areas that we do not currently serve.

In addition, changes in technology and industry practices may reduce or shift demand for the physical data center space and infrastructure we provide. For example, customers may adopt computing architectures, software optimization, or hardware innovations that reduce required capacity per unit of workload, or they may shift to different facility types with higher power densities, specialized cooling, or other infrastructure attributes. Some customers—particularly larger customers—may choose to develop their own data centers, expand their existing data centers, consolidate into data centers that we do not own or operate, or shift their workloads to public cloud deployments or other technology solutions. In addition, mergers or consolidations among technology companies could reduce the number of our customers and potential customers, increase customer bargaining power, and make us more dependent on a smaller number of customers. If customers merge with, or are acquired by, other entities that are not our customers, they may discontinue or reduce their use of our data centers.

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If demand shifts toward facility designs or service offerings that our existing or planned data centers cannot cost-effectively support, we may be required to incur significant capital expenditures, accept lower pricing, or experience lower occupancy, which could have a material adverse effect on our business, financial condition and results of operations.

A small number of customers account for a significant portion of our operating revenues, and the loss, default, or reduced utilization by any of these customers could significantly harm our business, financial condition and results of operations.

We currently depend, and expect to continue to depend, on a relatively small number of customers for a significant percentage of our operating revenue. Our top 10 customers accounted for an aggregate of approximately 30% of our total portfolio annualized recurring revenue as of March 31, 2026. If we lose one or more significant customers, if one or more significant customers materially reduces its contracted space or service usage, or if one or more significant customers exerts pricing pressure on us at renewal or expansion, our revenues and operating results could be materially and adversely affected. There is no assurance that, if we lose a customer, we would be able to replace that customer at a comparable rental rate or at all, particularly in markets experiencing increased supply or power constraints.

Some of our customers may experience business downturns or other factors that weaken their financial condition, resulting in late payments, defaults, reductions in interconnection services, reductions in space contracted, or terminations of their relationships with us. If a customer becomes a debtor under the federal Bankruptcy Code, we generally may not evict the customer solely due to the bankruptcy, and the bankruptcy court might authorize the customer to reject and terminate its agreement with us. There can be no assurance that such customers (or such customers’ parent entities or affiliates, as applicable) will satisfy their contractual obligations upon a default. In such circumstances, our claim for unpaid and future rent would be subject to statutory limitations and may not be paid in full. As of March 31, 2026, we did not have any material customers in bankruptcy.

In addition, competitive dynamics among our customers may negatively affect our operations. Certain of our customers compete with one another, and a customer could determine that it is not in that customer’s interest to deploy mission-critical equipment in a facility where we derive a significant portion of our revenue from a key competitor. The loss of one or more large customers for this or any other reason could have a material adverse effect on our business, financial condition and results of operations.

We depend on our ability to generate interconnection and other service revenues, which may be affected by our ability to attract and retain a balanced customer base and achieve a dense customer ecosystem.

Our ability to generate interconnection and other service revenues depends in part on our ability to attract, grow, and retain a balanced customer base across a broad range of industries, including financial services, health care, cloud and IT services, media and content, network service providers, semiconductors, gaming, and enterprise technology. A balanced customer base in a data center market can increase demand for interconnection services and other higher-margin offerings. Conversely, if we fail to develop and maintain a sufficiently diverse and complementary mix of customers in a market, interconnection revenue opportunities may be limited, and we may need to rely more heavily on base rent, discounts, or other incentives to sell space.

Additionally, our ability to generate interconnection and other service revenues depends on us achieving dense customer ecosystems, and we may not be able to establish those ecosystems in certain markets. A key component of our strategy is to increase higher-margin interconnection services and other value-added offerings by developing ecosystems of cross-connected customers within each market. We have achieved varying levels of success across markets, and it may be difficult in some markets to develop ecosystems comparable to those of incumbent, network-dense data centers. Industry consolidation may further limit ecosystem development by reducing the number of network carriers, cloud on-ramps, or complementary customers in a market. If we cannot establish sufficiently dense ecosystems, we may have difficulty attracting or retaining customers that require them, and our ability to grow higher-margin services, improve customer stickiness, and sustain pricing power at levels that are comparable to our most highly evolved interconnected ecosystems, which may have a material adverse effect on our business, financial condition and results of operations.

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Our ability to attract and retain customers depends on a variety of factors, including demand for data center space, the presence of multiple network carriers and cloud operators in our facilities, reliability and security performance, connectivity, geographic coverage, available power, and the products and services we offer. If customers face competitive pressure, fail, or consolidate through merger or acquisition, we may experience increased churn in our customer base and reduced opportunities to expand, which could have a material adverse effect on our business, financial condition and results of operations.

Our products and services have a long sales cycle, and delays in leasing decisions may harm our revenues and operating results.

A customer’s decision to contract for data center space and purchase additional services often involves a significant commitment of resources and internal approvals, contributing to a long sales cycle. We may expend significant time and resources pursuing customers and transactions that do not ultimately result in revenue. From time to time we have experienced Bookings failing to convert into closed sales or revenue, and there can be no guarantee that our reported Bookings will convert into closed sales and revenue. In addition, with respect to our booked-but-not-billed customers, there will be a delay in receiving the associated revenues and we may face lags or delay times in installation or deployment which would delay billing such customers and adversely affect our results of operations. Macroeconomic conditions may further impact our sales cycle by reducing customers’ ability to forecast and plan future business activities, causing customers to slow spending or delay decision-making. These delays can reduce leasing efficiency, impair our ability to efficiently plan development and capital expenditures, and materially and adversely affect our business, financial condition and results of operation.

We face significant competition and may be unable to sell vacant space, renew existing customer agreements, or contract space at favorable rates as customer agreements expire.

We compete with numerous developers, owners, and operators of data centers and other technology-related real estate, many of which own properties like ours in the same markets. We may also face competition from new entrants. Competition is driven by reputation and track record, quality and availability of space and power, service quality, technical expertise, security, reliability, functionality, geographic coverage, scale, financial strength, network density, and price. Some competitors have advantages, including greater name recognition, longer operating histories, lower operating costs, lower leverage, stronger customer relationships, greater financial, marketing and other resources, and access to less expensive or more readily available power. These advantages could allow our competitors to respond more quickly or effectively to strategic opportunities or changes in our industries or markets.

If competitors offer space that existing or potential customers perceive as superior to ours based on a variety of factors, including power availability, location, security, network connectivity, or other factors, or if competitors offer rental rates below ours, we may lose customers, incur costs to upgrade our facilities, or be required to offer concessions, or reduce rental rates. The risk of pricing pressure can be compounded by customer agreement maturity concentration. Data center customer agreements representing 33%, 21% and 14% of our total portfolio annualized recurring revenue for the fiscal year ended December 31, 2025 are currently set to expire during 2026, 2027, and 2028, respectively. There can be no assurance that any of our legacy customers who benefit from favorable terms in their respective agreements relative to our current market terms will renew their agreements with us upon expiration of their existing agreements. If we are unable to renew agreements, fill vacant space, or contract expiring space at or above current rates, our business, financial condition and results of operations could be materially and adversely affected.

Certain customer agreements also contain early termination provisions that allow customers to shorten the term of their agreements, sometimes subject to payment of early termination charges. Even where early termination charges apply, those amounts may not fully offset reselling downtime, marketing costs, improvement costs, or required upgrades, and the exercise of early termination rights could adversely affect our business, financial condition and results of operations.

Our growth depends on the successful development and expansion of our data centers, and delays, cost overruns, or selling risk could have a material adverse effect on our business, financial condition and results of operations.

Our growth depends on successfully completing development and expansion of our existing data centers and pursuing similar projects in the future. These projects involve substantial planning and allocation of significant

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resources and are subject to risks related to land acquisition, zoning ordinances and codes, entitlement and regulatory approvals, construction costs and delays, labor availability, and financing conditions.

We also rely on the performance of general contractors and subcontractors. If a general contractor or key subcontractor experiences financial distress or performance issues, we could experience significant delays, increased costs to complete projects, and reduced returns. In addition, site selection is critical, and there may not be suitable properties available in our markets that combine attractive customer location, connectivity, high ceilings, heavy floor loading capacity, and access to required utility infrastructure. While we may prefer to locate new data centers near existing campuses, we may be limited by the availability and characteristics of suitable sites.

In some cases, we may not require commitments from customers before we develop or expand a data center, and we may not have sufficient customer demand to sell newly developed space upon completion. Once a development phase is completed, we incur operating expenses even if space is not occupied. A lack of customer demand, delays in customer deployments, or excess market capacity could impair our ability to achieve expected returns, require pricing concessions, or result in underutilized assets, which could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to successfully develop and expand our data center properties, our ability to grow our business, compete and meet market expectations will be significantly impaired, which could have a material adverse effect on our business, financial condition and operating results.

Power procurement and interconnection constraints may limit our ability to deliver and monetize capacity.

Data centers require substantial electrical power. Development and expansion may require us to obtain access to sufficient power from utilities, which may involve lengthy timelines, significant costs, complex technical requirements, and, in some cases, the need to develop substations or other infrastructure on or near our properties to accommodate our power needs. Long lead times in our ability to access sufficient power may increase our interim costs and delay our time to market. We may also face constraints on the amount of electricity that a local grid can supply, delays in interconnection approvals, curtailments, or changes in utility programs and pricing. We may seek to negotiate long-term power contracts, but there can be no assurance that we will be able to do so on acceptable terms or at all. In addition, our power pass-through arrangements may not fully cover the incremental costs of obtaining power, and we may be impacted by back-office lags or other factors. If we cannot secure power in sufficient volumes, on a timely basis, or at competitive costs, we may be unable to deliver capacity to customers, may experience delayed stabilization, and may suffer reduced returns and impaired growth prospects, all of which could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to identify, complete, and successfully integrate acquisitions or operate acquired properties.

We continually evaluate opportunities to acquire data centers or properties suited for data center development. Our ability to execute acquisitions on favorable terms and to realize intended benefits involves significant risks, including but not limited to competition from other acquirers, increased purchase prices, challenges in financing acquisitions, underestimating required capital improvements, integration difficulties, tax reassessments leading to higher property taxes, inability to obtain sufficient utility power, challenges in keeping existing customers, and market conditions that result in higher vacancy or lower rents than expected. In addition, we may assume customer contracts or operating obligations that are less favorable than our standard terms.

Post-acquisition integration presents additional risks. For example, we have faced post-acquisition difficulties in integrating legacy IT systems, migrating historical customer and invoicing data, and harmonizing billing software and procedures. Systems migrations or process changes have in the past, and may continue to in the future, lead to billing lags, delayed or inaccurate invoicing, or extended collection cycles, any of which could require incremental investments in systems and personnel for remediation. If our acquisitions do not perform as expected, our ability to grow, compete, and meet market expectations could be impaired, which could have a material adverse effect on our business, financial condition and results of operations.

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We may enter into joint ventures and strategic collaborations that involve risks and uncertainties, and failures of these arrangements could have a material adverse effect on our business, financial condition and results of operations.

We may enter joint ventures, strategic collaborations, and similar arrangements. These arrangements involve risks, including partners failing to satisfy obligations, governance disputes or deadlocks, misalignment of strategic objectives or investment horizons, limitations on our control over decisions or asset dispositions, and the difficulty of monitoring and managing operations. We may also be exposed to liabilities through guarantees or other commitments. A failure of any such relationship could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to unknown or contingent liabilities related to acquisitions for which we may have limited or no recourse against sellers.

Assets and entities that we have acquired, including recently in 2024 and 2025, or may acquire in the future may be subject to unknown or contingent liabilities, for which we may have limited or no recourse against the sellers. These may include environmental remediation liabilities, customer or vendor claims, tax liabilities, or other obligations incurred in the ordinary course or otherwise. In some transactions, representations and warranties may be limited or may not survive closing, and seller indemnities may include materiality thresholds, a significant deductible or an aggregate cap on losses. As a result, we may be unable to recover losses from sellers, and unknown liabilities could require us to incur significant costs, which could have a material adverse effect on our business, financial condition and results of operations.

Our international activities expose us to additional risks, and we may be unable to effectively manage our international operations.

As of March 31, 2026, our portfolio included 64 sites, including locations outside the United States in Canada and the United Kingdom. Owning and operating data centers outside the United States subjects us to risks, including foreign currency exchange rate fluctuations, which can affect reported revenues and operating margins and could materially and adversely impact our financial condition, results of operations, cash flow, cash available for distribution, and our ability to satisfy our debt obligations. Although we may seek to mitigate exchange-rate risk through local currency financing or hedging, there can be no assurance such strategies will be available or effective.

International operations also involve risks not generally associated with U.S. operations, including limited knowledge of local markets and relationships; complexity and costs of international development and operations; challenges hiring qualified management, sales and construction personnel and service providers in a timely fashion; trade restrictions or tariffs or the occurrence of trade wars; differing employment practices and labor issues; changing legal, regulatory, permitting, and tax and treaty regimes; exposure to increased taxation, confiscation or expropriation; currency transfer restrictions; difficulty enforcing agreements in non-U.S. jurisdictions, including those entered into in connection with our acquisitions or in the event of a default by one or more of our customers, suppliers or contractors; local business and cultural factors; geographic, political and economic instability, including sovereign credit risk and rapid and unpredictable changes in economic policy and regulatory environments; and anti-bribery and corruption risks.

We may also face higher diligence and transaction costs in unfamiliar metropolitan areas. If we fail to manage these risks, our business, financial condition and results of operations could be adversely affected.

Government customers expose us to unique risks, including termination rights, audits, investigations, sanctions, and penalties.

We derive a portion of revenues from contracts with governmental entities and agencies. Government entities and agencies accounted for approximately 3.5% and 3.6% of our total revenue for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively. Government customers may terminate contracts in whole or in part, sometimes without cause, and government spending pressures may reduce demand. Some contracts are subject to appropriations and funding authorizations. Government contracts are often subject to audits and investigations that could result in civil or criminal penalties, administrative sanctions, termination, refund obligations, suspension of payments, fines, or suspension or debarment from

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future government business. Additionally, evolving security or facility requirements applicable to government contracts may impose obligations we may be unable to satisfy. Termination or reduction of government contracts could reduce revenues at related data centers, which could have a material adverse effect on our business, financial condition and results of operations.

Our business may not benefit from AI-related demand to the extent anticipated, and evolving public sentiment regarding data center development could adversely affect our growth opportunities.

The increasing adoption of AI technologies has contributed to growing demand for digital infrastructure; however, the timing, magnitude and nature of such demand remain uncertain. Enterprise adoption patterns, technological developments, changes in workload architectures and the evolution of computing requirements may differ from our expectations. In addition, certain AI workloads may ultimately be deployed in infrastructure environments that differ from those served by our facilities. As a result, anticipated increases in demand associated with AI-related applications may not materialize as expected, or at all.

More broadly, data centers have become subject to increased public scrutiny relating to their perceived impacts on local communities and infrastructure, including concerns regarding electricity consumption, water usage, noise, land use and environmental sustainability. Community opposition, activism or increased governmental focus on these issues could result in delays in obtaining approvals, restrictions on expansion activities, increased compliance obligations or reputational harm. Such developments could impair our ability to expand existing facilities, pursue future development opportunities or operate our business in a cost-effective manner.

If AI-related demand develops differently than anticipated, or if societal and regulatory opposition to data center infrastructure increases, our business, financial condition, results of operations and growth prospects could be adversely affected.

Operations and Infrastructure Risks

The loss of one or more of our key personnel or our failure to attract and retain qualified personnel could harm our business.

We depend on the continuous service and performance of our senior management team and other key personnel. The loss of any key executive or employee could disrupt operations and create uncertainty while we recruit and integrate replacements. If key personnel leave to join competitors or form competing businesses, we may lose customers or prospective customers, which could have a material adverse effect on our business, financial condition and results of operations.

We must continue to identify, hire, train, and retain IT professionals, technical engineers, operations employees, and sales, marketing, finance, and senior management personnel who maintain relationships with our customers and who can provide the technical, strategic and marketing skills required for us to grow. There is a limited pool of qualified talent in these areas, and we compete with other companies for personnel. Rising labor costs, turnover, and recruiting challenges could adversely affect our ability to grow and operate our business effectively.

Data center infrastructure may become obsolete, and we may be unable to upgrade power and cooling systems cost-effectively or at all.

The industries in which we and our customers operate are characterized by rapid technological change, evolving standards and evolving customer demands. Changes in technology or industry practice—such as virtualization, new computing architectures, higher power density equipment, or alternative deployment models—could reduce demand for certain facility configurations or require infrastructure capabilities our facilities were not designed to provide.

Our ability to deliver reliable and technologically sophisticated infrastructure, including power and cooling, is critical to leasing and customer retention. Customers increasingly deploy high-density equipment, which may require higher power delivery, advanced cooling, and, in some cases, liquid cooling. Retrofitting existing data centers to support higher densities or liquid cooling can be complex, expensive, and time-consuming and may not be feasible in certain facilities. If we cannot cost-effectively adapt our infrastructure, we may lose

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customers, face pricing pressure, or incur significant capital expenditures, which could have a material adverse effect on our business, financial condition and results of operations.

Any failure of our physical infrastructure or services could lead to significant costs, reputational harm, and reduced revenues.

Our business depends on providing highly reliable service. We may fail to provide such service due to human error, accidents, power loss, equipment failures, exposure to temperature, humidity, smoke and other environmental hazards, improper maintenance by landlords in leased facilities, physical or cyber security breaches, fire, earthquakes, hurricanes, floods, other natural disasters, public health emergencies, war, terrorism, theft, sabotage, or vandalism. We may also fail to maintain or timely replace critical site infrastructure or equipment.

Disruptions or equipment damage could result in service interruptions and billing abatements under service level commitments. While we have, in limited past instances, provided courtesy or service-level credits, such credits may not be viewed by customers as adequate compensation. As a result, customers could seek additional remedies, including contract termination or non-renewal. Service interruptions can also lead to legal liability and reputational harm and could impair our ability to attract and retain customers. Significant or frequent disruptions could have a material adverse effect on our business, financial condition and operating results.

We depend on third parties for network connectivity, critical equipment, and utility power, and disruptions or cost increases could adversely affect our business.

We rely on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, “IT and Infrastructure Systems”). We own and manage some of these IT and Infrastructure Systems but also rely on third parties for a range of IT and Infrastructure Systems and related products and services. For example, we depend on telecommunications carriers and other network providers to deliver connectivity within our data centers and interconnection between certain facilities. We also purchase critical infrastructure equipment—such as generators, batteries, switches, PDUs, transformers, switchgear, and HVAC components—from a limited number of vendors and generally do not maintain significant inventories of such equipment. Long lead times or supply disruptions could delay development and customer deployments, increase costs, and adversely affect returns.

We also rely on third parties, including utilities, to provide adequate and reliable power. Our data centers consume large amounts of electricity and have access to a finite power capacity. As customers increase power usage—especially with high-performance computing and artificial intelligence workloads—available power for future customers may be limited. Demand may exceed designed electrical capacity in certain facilities, which could constrain leasing, reduce growth, or require significant upgrades. Increases in energy costs can adversely affect operating results, particularly where costs cannot be fully passed through or where customers resist price increases.

Our data centers may experience power outages, shortages, or increases in energy costs. Reliable network connectivity within and between our data centers is important to our operations, and delays in establishing such connectivity, service interruptions, or failures could adversely affect our operations and customer relationships. In addition, material interruptions in these services could negatively impact our ability to attract or retain customers. We may also be subject to fluctuations in energy costs, including increases driven by municipal utilities or changes in fuel prices, which could reduce the cost competitiveness of certain data center locations relative to others. Historically, energy costs at our properties have been seasonal, with higher costs typically incurred during the summer months, which have affected results of operations during those periods.

Supply chain and procurement disruptions could delay development, increase costs, and harm customer relationships.

Our development and operations depend on timely delivery of equipment and materials. Global supply chain disruptions—caused by geopolitical events, trade disputes and tariffs, war, terrorism, natural disasters, public health issues, inflation, labor disputes, industrial accidents, national security concerns, and other business

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interruptions—could delay projects, increase costs, result in penalties, or lead to customer terminations. Customers may also face procurement constraints that delay their deployments in our facilities, reducing revenue and slowing stabilization. Although we actively manage procurement and supplier relationships, sustained disruptions could have a material adverse effect on our business, financial condition and results of operations. In addition, the ongoing military conflict between Russia and Ukraine, tensions between China and Taiwan, tensions between the United States and Venezuela as well as conflicts in the Middle East and other potential global conflicts, could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, an increase in cyber security incidents as well as supply chain disruptions.

A significant portion of our expenses is relatively fixed and decreases in revenue may disproportionately reduce profitability.

Many of our expenses—such as debt service payments, taxes, insurance, utilities, employee wages and benefits, and corporate expenses—do not decrease proportionately with reductions in operating revenue. Inflationary pressures may also increase costs, and certain expenses may rise faster than inflation. If we cannot offset increased costs through higher rates or other revenue growth, our business, financial condition and results of operations could be materially and adversely affected.

We do not own all of the buildings in which our data centers are located, and our ability to renew facility leases materially impacts our operations.

We lease certain data center space from third-party landlords. As of March 31, 2026, approximately 45% of our data centers were located on sites subject to a real estate lease. For the three months ended March 31, 2026 and the year ended December 31, 2025, we generated 21.5% and 29.4% of our net operating income from sites subject to a real estate lease, respectively. Our business could be harmed if we are unable to renew these leases on favorable terms or at all, or if lease renewals materially increase costs that cannot be offset through revenue growth. Failure to renew could require relocation of equipment and customers, which could be costly and disruptive, and could result in customer losses. In addition, strained landlord relationships or landlord failures to maintain base building systems could adversely affect our operations and customer relationships.

Cybersecurity incidents, physical breaches and other security incidents could materially impact our operations, financial condition and reputation.

We face evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of our information and IT and Infrastructure Systems, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of bugs, misconfigurations or exploited vulnerabilities in software or hardware. We may not be able to anticipate or implement effective preventive measures against security breaches, especially because the methods of attack change frequently or may not be recognized until after such attack has been launched. Additionally, cyberattacks on local and state government databases and offices, including the rising trend of ransomware attacks and of cyberattacks as a tactical risk of modern warfare, expose us to the risk of losing access to critical data and the ability to provide services to clients. The introduction of AI has also reduced the level of difficulty for bad actors to submit high quality fraudulent content as part of a cyberattack, which could make it more difficult to contain cyber breaches, identify bad actors and fraudulent activity. AI-orchestrated cyberattacks may be launched with minimal human involvement, potentially increasing both the frequency and sophistication of future attacks.

While we do not provide data management services or directly manage any of our customers’ data, our IT and Infrastructure Systems are vulnerable to a range of physical and cybersecurity risks and threats, including malicious code embedded in open-source software, or misconfigurations, “bugs” or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT and Infrastructure systems. Even if vulnerabilities are publicly known or identified through our security tools, we cannot guarantee that patches or mitigating measures will be implemented before a threat actor can exploit them. Threat actors regularly launch attacks against companies in our industry, seeking to disrupt operations, prevent access to critical business records, misappropriate business information, compromise personal information of employees or visitors and to commit corporate espionage, among other things. Because our

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services are integrated with our customers’ systems and processes, the circumvention or failure of our cybersecurity defenses or measures could compromise the confidentiality, integrity, and availability of our customers’ own IT and Infrastructure Systems and information. And because we rely on various third party service providers for various IT and Infrastructure Systems, the circumvention or failure of a third party’s security measures could expose us to material adverse impacts, including but not limited to financial harm, and/or the misappropriation of information in our custody or control.

We are also subject to laws, rules, regulations, industry standards, and other requirements relating to the collection, use, sharing and security of third-party data, including data that relates to or identifies an individual person or that constitutes “personal data,” “personal information,” “personally identifiable information” or similar terms under applicable data privacy laws. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between and among our properties and other parties with which they have commercial relations. In the event of a breach resulting in loss of data, such as personally identifiable information or other such data protected by data privacy or other laws, we may be liable for damages, fines and penalties for such losses under applicable regulatory frameworks despite not handling the data directly, and may also be subject to lawsuits or other proceedings relating to these types of incidents. Any such claim or proceeding could cause us to incur significant unplanned expenses, which could have an adverse impact on our financial condition and results of operations. Furthermore, if a high-profile security breach or cyberattack occurs with respect to another provider of mission-critical data center facilities, our customers and potential customers may lose trust in the security of these business models generally, which could harm our reputation and brand image as well as our ability to retain existing customers or attract new ones.

In addition, the regulatory framework around data custody, data protection, data privacy and breaches varies by jurisdiction and is an evolving area of law. The legal framework around privacy issues is rapidly evolving, as the U.S., Canada, the European Union, the United Kingdom, and other countries in which we may operate now or in the future, including state and local jurisdictions therein, have adopted, are planning to enact or are revising increasingly complex and rigorous privacy, information security and data protection laws, regulations and standards that could have a significant impact on our current and planned privacy, data protection and information security-related practices, and our practices regarding the collection, use, sharing, retention, transfer, and safeguarding of personal data or third-party data. Compliance with current or future privacy, data protection, and information security laws affecting customer data or employee data to which we may be subject could result in additional costs, and our failure to comply with such laws could result in potentially significant regulatory investigations or government actions, penalties or remediation, litigation, judgments and other costs, as well as adverse publicity, loss of revenues and profits and an increase in fees payable to third parties. Ensuring that the collection, use, transfer, storage, maintenance, and other processing of data complies with applicable laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity in relevant jurisdictions can also increase operating costs, impact the development of new products, offerings or services, and reduce operational efficiency. As a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered regarding the protection, privacy and security of personal information, information-related risks may be significant.

We expend resources to protect against these threats to our information and IT and Infrastructure Systems, but there is no assurance our security measures, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT and Infrastructure Systems and information. As part of our cybersecurity program, we also regularly identify and track known security vulnerabilities in our IT and Infrastructure Systems but we cannot guarantee patches or mitigating measures will be applied before such vulnerabilities can be exploited by a threat actor. Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including AI—that circumvent security controls, evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT and Infrastructure Systems, Confidential Information or business. Any significant, adverse impact to the availability, integrity or confidentiality of our IT and Infrastructure Systems or information could result in litigation (including class actions), regulatory investigations, fines or penalties, increased insurance and security costs, loss of customers and reputational damage, any of which could have a material adverse effect on our business, financial condition and results of operations. We cannot

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guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

Our data center properties may be difficult to repurpose, which could limit our ability to sell or reposition assets and increase downside risk.

Our data centers are specifically designed to house and operate computing and networking equipment and include specialized electrical and mechanical infrastructure. If we are unable to sell available space or if market demand shifts away from the characteristics of a particular facility, we may be required to incur significant capital expenditures to reposition the property, and such repurposing may not be feasible or economical. This could reduce asset liquidity, impair values, and have a material adverse effect on our business, financial condition and results of operations.

Physical security incidents or other disruptions affecting our facilities could adversely affect our business, reputation and operating results.

Our customers rely on our facilities to support mission-critical applications and workloads that require continuous availability and secure operating environments. As a result, our data centers may be targets for unauthorized access attempts, theft, vandalism, sabotage, insider misconduct, civil disturbances or other physical security incidents. In addition, our facilities may be affected by acts of terrorism, geopolitical events, protests, natural disasters or other events that disrupt access to, or operations at, our sites.

Although we maintain physical security measures designed to protect our facilities, including site-specific security protocols and operational controls, these measures may not prevent all incidents or be sufficient to mitigate all potential threats. Any successful breach of physical security, prolonged disruption of operations or damage to critical infrastructure could result in service interruptions, contractual liabilities, litigation, increased insurance costs, reputational harm and the loss of existing or prospective customers.

The occurrence of any such event could materially and adversely affect our business, financial condition, results of operations and cash flows.

Financial Risks

Our estimates of market opportunity, potential expansion capacity, potential Adjusted EBITDA growth opportunities and target leverage may prove to be inaccurate.

Our estimates of market opportunity, potential Adjusted EBITDA growth opportunities and target leverage are subject to significant uncertainties and are based on assumptions and estimates that may not prove to be accurate. Significant variables and assumptions are included in these estimates and targets and are subject to change over time. There can be no assurance that we will be successful in achieving our targets or pursuing, or realizing the benefits of, any of the potential opportunities that we have identified in the estimated amounts, within the timeframe identified, or at all.

The methodology and assumptions used to estimate market opportunities may differ materially from the methodologies and assumptions used by other companies to estimate market opportunities. In preparing such estimates, we have relied on market reports by various research and consulting firms, the accuracy of which we have not independently verified, as well as internal estimates and forecasts. Alternatives to our services may present themselves, and competing services may be more successful, which could substantially undermine or reduce the market for our products, services and solutions. Any expansion in our market depends on a number of factors, including the cost, performance and perceived value associated with our services.

We have identified approximately $4 billion of potential expansion capital expenditure opportunities, representing approximately 670 MW of potential expansion capacity, within our existing portfolio for which we have not yet entered into definitive contracts. There can be no assurance that we will complete any expansion projects on the terms currently contemplated, or at all, that the actual cost of completion will not exceed our estimates, or that we will be able to lease such capacity at current or higher rates, or at all.

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Our estimates regarding our Adjusted EBITDA growth opportunities are based on several assumptions, which may prove to be inaccurate. There is no guarantee that we will be able to benefit from annual contractual escalators, leasing spreads or power pass-through pricing mechanisms in any of our existing or future contracts, nor is there any guarantee that customer churn rates do not increase or that switching costs remain high. Additionally, we may be unable to operationalize under-roof growth of brownfield projects, achieve our targeted 4x to 6x build multiple or leverage our long-term contracts, space and power capacity at the levels we expect, or at all. In particular, our actual initial build multiple from, payback periods for and costs of our brownfield and expansion projects may differ substantially from our targets based on numerous factors, including unanticipated expenses, delays in the estimated start and/or completion date, delays and/or difficulties in leasing capacity, failure to achieve estimated occupancy and rental rates, inability to collect anticipated revenues, customer bankruptcies and unanticipated expenses at our data centers that we cannot pass on to customers. Finally, we may be unable to complete or fully achieve any expected or future strategic lease buyouts, site level mergers and acquisitions or other optimization of our balance sheet. As a result of any or all of these factors, individually or in the aggregate, we may not achieve Adjusted EBITDA growth within the timeframe identified, or at all.

To the extent that our performance declines and our revenues or net income materially decrease compared to prior periods, our existing leverage levels may increase or we may be required to obtain additional debt financing to achieve our goals or operate our business. As a result, we may be unable to achieve, or maintain, our targeted leverage level.

Our ability to execute our growth strategy depends in part on our ability to expand capacity within our existing facilities, and we may not realize the benefits of our estimated expansion opportunities.

A significant component of our growth strategy is based on our ability to increase capacity within our existing portfolio through under-roof expansion initiatives, equipment optimization, electrical and cooling enhancements and the utilization of available space. Our estimates regarding potential expansion capacity are based on numerous assumptions relating to customer demand, technical feasibility, utility availability, permitting requirements, capital expenditures and the timing of infrastructure upgrades.

Actual expansion opportunities may differ materially from our expectations. We may encounter unforeseen technical constraints, delays in obtaining required permits or approvals, limitations in utility power availability, supply chain disruptions, higher-than-expected costs or changes in customer demand that reduce the economic attractiveness of planned expansions. In addition, certain facilities may be unable to accommodate anticipated increases in density or capacity without substantial additional investment.

If we are unable to execute our expansion plans on anticipated timelines, within expected cost parameters or at targeted returns, our ability to grow revenues and cash flows could be adversely affected, which could have a material adverse effect on our business, financial condition and results of operations.

The data center business is capital-intensive, and we may be unable to raise sufficient capital on acceptable terms to meet our needs.

Constructing, developing, operating, renovating, and maintaining data centers requires substantial capital. We often must invest significant amounts before generating revenue, and anticipated demand may not materialize, leaving us with excess capacity. Development delays, cost overruns, and procurement constraints can further increase capital needs.

We are required to fund the costs of constructing, developing, operating, renovating and maintaining our data centers and growing our operations with cash. We may need to raise additional funds through debt or equity financings to meet operating and capital requirements. Financing may not be available when needed or may not be available on satisfactory terms. Our access to capital depends on economic and financial market conditions, investor perceptions, our existing leverage, limitations on our ability to incur debt under our existing debt agreements, our earnings and cash flow, and the market price of our common stock. Interest rate volatility can increase borrowing costs, reduce property values, and adversely affect refinancing terms. If we cannot generate sufficient cash from operations or obtain additional financing, we may be unable to pursue potential expansion capital expenditures or we may need to curtail capital expenditures, delay projects, or

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prioritize among investments, which could materially and adversely affect our business, financial condition and results of operations.

Our operating results may fluctuate.

We may experience fluctuations in our results of operations. The fluctuations in our operating results may cause the market price of our common stock to be volatile. We may experience significant fluctuations in our operating results in the foreseeable future due to a variety of factors, including:

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demand for space, power and services at our data centers;

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changes in general economic conditions, such as an economic downturn, or specific market conditions in the industries in which our customers operate;

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the duration of the sales cycle for our business offerings;

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the timing and logistics required for customer implementation of new programs such as our hybrid cloud solution;

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acquisitions or dispositions we may make or be a part of;

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the financial condition and credit risk of our customers;

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the provision of customer discounts and credits;

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the mix of current and proposed products and offerings and the gross margins associated with our products and offerings;

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the timing required for new and future data centers to open or become fully utilized;

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competition in the markets in which we operate;

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conditions related to international operations;

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increasing repair and maintenance expenses in connection with our data centers;

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lack of available capacity in our existing data centers to generate new revenue or delays in opening new or acquired data centers that delay our ability to generate new revenue in markets which have otherwise reached capacity;

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the timing and magnitude of other operating expenses, including taxes, expenses related to the expansion of sales, marketing, operations and acquisitions, if any, of complementary businesses and assets;

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the cost and availability of adequate public utilities, including power;

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changes in employee stock-based compensation;

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overall inflation and inflationary pressures, which may increase costs for materials, supplies, and services;

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disruptions and inefficiencies in the supply chain;

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increasing interest expense due to any increases in interest rates and/or potential additional debt financings;

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changes in our tax planning strategies or failure to realize anticipated benefits from such strategies;

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changes in income tax benefit or expense; and

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changes in or new accounting principles generally accepted in the United States as periodically released by the Financial Accounting Standards Board.

Any of the foregoing factors, or other factors discussed elsewhere in this prospectus, could have a material adverse effect on our business, results of operations and financial condition. Although we have experienced positive revenue growth in the past, this growth rate is not necessarily indicative of future operating results. We may not be able to generate net income on a quarterly or annual basis in the future. In addition, a relatively large portion of our expenses are fixed in the short term. Therefore, our results of operations are particularly

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sensitive to fluctuations in revenue. As such, comparisons to prior reporting periods should not be relied upon as indications of our future performance, and our results of operations for any quarter may not be indicative of the results that may be achieved for a full fiscal year. As a result, our operating results in one or more reporting periods may fail to meet the expectations of securities analysts or investors.

Losses to our properties may not be covered by insurance or may exceed coverage limits.

Our properties are subject to risks from earthquakes, storms, hurricanes, floods, fires, and other natural disasters, as well as riots, terrorism, and war. While we maintain insurance, coverage may be insufficient to cover all losses, and premiums, deductibles, and exclusions may increase over time, particularly for climate-related risks. In addition, we may discontinue or alter these policies on some or all our properties in the future if the cost of premiums for any of these policies exceeds, in our judgment, the value of the coverage relative to the risk of loss. If we experience an uninsured loss or losses exceeding coverage limits, we could lose invested capital and anticipated future cash flows. Even where insured, business interruption and rental loss insurance may not fully compensate for lost revenue, and a casualty event could cause customers to terminate or not renew agreements. While we monitor the solvency of our insurance carriers, it can be difficult to evaluate the stability and net assets or capitalization of insurance companies, and any insurer’s ability to meet its claim payment obligations.

Increases in property taxes or other state and local taxes could adversely affect our results if such costs cannot be passed through to customers.

We are subject to state and local taxes, including real and personal property taxes, that may increase as a result of changes in tax rates or reassessments. We may appeal increased assessments, but there is no assurance we will succeed. Our customer agreements, except in the case of select triple-net leases, generally do not allow us to increase rent as a result of increases in property or other similar taxes. If property or other similar taxes increase and we cannot offset those increases through higher rents on new customer agreements or renewals, our cash flows and ability to make distributions to stockholders could be adversely affected.

Regulatory, Legal, and Environmental Risks

We may incur significant costs complying with laws and regulations, and changes in regulation could materially and adversely affect our business, financial condition and results of operations.

Our properties and operations are subject to numerous laws and regulations in the United States and internationally, including fire and life safety requirements, accessibility requirements, environmental and occupational safety rules, and evolving regulations related to cybersecurity, operational resilience, sustainability, and data privacy. In jurisdictions experiencing shortages of power, land, or water resources, governments may impose additional restrictions on data center development, including requirements related to energy efficiency, water usage, emissions, and community impact. Compliance can be costly and time-consuming. If we are found to be non-compliant, we could face fines, penalties, remediation requirements, and reputational harm.

We are also subject to sanctions, export controls, anti-corruption laws, and other national security-related regulations in the U.S. and abroad. Our business must be conducted in compliance with applicable economic and trade sanctions laws and regulations, such as those administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the United Kingdom, and Canada; as well as export control and import control laws and regulations, such as the U.S. Export Administration Regulations administered by the U.S. Department of Commerce, and the U.S. Customs and Border Protection regulations. Economic sanctions and export control laws and regulations may prohibit or restrict transactions, including the shipment of certain products and services, to embargoed, sanctioned or restricted countries, governments, and persons, as well as shipments for certain end uses (e.g., military end uses). Complying with sanctions and export controls laws and regulations may be time-consuming and result in the delay or loss of revenue opportunities. Enforcement activity in these areas has increased, and violations can result in severe civil and criminal penalties and restrictions on our business. While we have informed our employees that they must comply with applicable laws and regulations, we currently do not have written policies or procedures, or formal internal processes, to comply with export

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controls or sanctions regulations. We therefore cannot ensure that we, or third parties who we do not control, have complied or will comply in the future with all laws or regulations in this regard. Failure by our employees, representatives, contractors, partners, agents, intermediaries, or other third parties to comply with applicable laws and regulations also could have negative consequences to us, including reputational harm, government investigations, loss of export privileges and penalties.

Changes to sanctions and export or import restrictions in the jurisdictions in which we operate could further impact our ability to do business in certain parts of the world and to do business with certain persons and entities, which could adversely affect our business, operating results, financial condition, and future prospects. For example, the Remote Access Security Act, which recently passed the U.S. House of Representatives, could put restrictions on our customers’ ability to provide remote access to computing resources which would have a negative effect on our business and future prospects. Any change in export or import regulations, economic sanctions, or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased sales of our solutions and services to existing or potential customers outside of the U.S. Any decreased sales of our solutions or services or limitation on our ability to export or sell our solutions or services would adversely affect our business, operating results, financial condition, and future prospects.

In addition, various laws and governmental regulations, both in the U.S. and abroad, governing internet-related services, related communications services and information technologies remain largely unsettled. We expect there may also be forthcoming regulation in areas of regulating the responsible use of AI and the introduction of heightened measures to be adopted with respect to cybersecurity, operational resilience, data privacy, sustainability, taxation and data security, any of which could impact us or our customers.

We strive to comply with all laws and regulations that apply to our business. However, as these laws evolve, they may be subject to varying interpretations and regulatory discretion. To the extent a regulator or court disagrees with our interpretation of these laws and determines that our practices are not in compliance with applicable laws and regulations, we could be subject to civil and criminal penalties that could adversely affect our business operations. The adoption, or modification of laws or regulations relating to the internet and our business, or interpretations of existing laws, could have a material adverse effect on our business, financial condition and results of operations.

Changes in federal, state, provincial, local or foreign laws, regulations and policies applicable to the ownership, development, expansion and operation of data centers could adversely affect our business.

Our operations are subject to a variety of laws and regulations relating to land use, zoning, permitting, environmental matters, utility interconnections, building standards, workplace safety and other matters. State, provincial and local governmental authorities in the jurisdictions in which we operate or seek to expand may adopt or modify regulations, permitting requirements or policies applicable to data center facilities, including those relating to energy usage, water consumption, emissions, noise, taxation and development approvals.

The timing and outcome of regulatory reviews and permitting processes can be uncertain, and changes in applicable laws, regulations or governmental priorities could delay, restrict or increase the cost of constructing, expanding or operating our facilities. In addition, certain jurisdictions have provided tax incentives or other benefits designed to encourage data center investment. The reduction, elimination or modification of such incentives could adversely affect the economics of existing facilities or future expansion opportunities.

Any such developments could impair our ability to execute our growth strategy, increase our operating or capital costs, limit our ability to deploy additional capacity and adversely affect our business, financial condition and results of operations.

We may be subject to litigation, and our contracts with customers could expose us to significant liability.

From time to time, we may be called upon to defend claims relating to our business operations. Litigation is inherently uncertain, and adverse outcomes could result in significant damages, legal fees, and management distraction. In the ordinary course, customer contracts often include indemnification, limitation of liability, and service level provisions. Certain events—such as outages, security incidents, or alleged breaches—could lead to claims for monetary damages and significant defense costs, including under assumed contracts from

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acquisitions. We may also become subject to securities class actions or similar litigation, which can be costly and distracting and could have a material adverse effect on our business, financial condition and results of operations.

Any failure of our physical or information technology or operational technology infrastructure or services could lead to significant costs and disruptions.

Our business depends on providing customers with highly reliable services, including with respect to power supply, physical security, cybersecurity, and maintenance of environmental conditions. We may fail to provide such services because our operations are vulnerable to, among other things, mechanical or telecommunications failure, power outage, human error, physical or electronic security breaches, cyberattacks, war, terrorism, fire, earthquake, pandemics, hurricane, flood and other natural disasters, sabotage and vandalism.

Substantially all of our customer agreements include terms requiring us to meet certain service level commitments. A failure to meet these or other commitments or equipment damage in our data centers could subject us to contractual liability, including service level credits against customer rent payments, legal liability and monetary damages, regulatory sanctions, or, in certain cases of repeated failures, the right by the customer to terminate the agreement. Service interruptions, equipment failures or security breaches could also materially impact our brand and reputation globally and lead to customer contract terminations or non-renewals and an inability to attract customers in the future.

Tax matters, including changes in corporate tax laws, developments relating to “Pillar Two” minimum tax rules, and disagreements with taxing authorities, could impact our financial results and cash taxes payable.

We conduct business across the United States and in Canada and the United Kingdom and file income tax returns in each of these jurisdictions. Significant judgment is required in our accounting for income taxes. In the ordinary course of our business, there are transactions and calculations for which the most appropriate tax treatment is unsettled or unresolved. In addition, changes in tax laws and regulations, in addition to conflicts in administrative interpretations and other tax guidance, could materially impact our provision for income taxes, deferred tax assets and liabilities and liabilities for uncertain tax positions.

On July 4, 2025, the One Big Beautiful Bill Act (the “2025 Tax Act”) was enacted into law. The 2025 Tax Act includes significant changes to the U.S. tax code, including reinstatement of 100% bonus depreciation for qualifying property. Additionally, the 2025 Tax Act eases the statutory limitation on interest expense deductions under Section 163(j) of the Internal Revenue Code by allowing companies to calculate their income for Section 163(j) purposes before deducting depreciation and amortization. We will continue to monitor development and evaluate the impact of the 2025 Tax Act on our financial statements and business operations.

The Organization for Economic Co-operation and Development (the “OECD”) has introduced a framework to implement a global minimum corporate tax, referred to as “Pillar Two”. These rules have been adopted or partially adopted in certain jurisdictions and may continue to evolve. Depending on how these rules are implemented and interpreted in the jurisdictions in which we operate, they could increase our effective tax rate and cash taxes. We continue to evaluate the impacts of these developments on our operations.

Issues relating to tax audits or examinations and any related interest or penalties and uncertainty in obtaining deductions or credits claimed in various jurisdictions could also impact the accounting for income taxes. Our results of operations are reported based on our determination of the amount of taxes we owe in various tax jurisdictions, and our provision for income taxes and tax liabilities are subject to review or examination by taxing authorities in applicable tax jurisdictions. An adverse outcome of such a review or examination could adversely affect our business, financial condition and results of operations, and the results of tax examinations and audits could have a negative impact on our results of operations and financial condition where the results differ from the liabilities recorded in our financial statements.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2025, the Company has U.S. federal net operating loss (“NOL”) carryforwards of $118.2 million generated in tax years 2018 through 2025, of which all will carry forward indefinitely. The Company has state and local NOL carryforwards of $24.7 million, of which the majority has a 20 year

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carryforward period. Additionally, the Company has foreign NOL carryforwards of $13.1 million, of which the carryforward period varies from five years to indefinite. In addition, we have material “Section 163(j)” carryforwards arising from interest expense deductibility limitations in prior years for United States federal and state purposes. Realization of these net operating loss and Section 163(j) interest deduction carryforwards depends on our future taxable income, and it is possible that these amounts will not be usable in the near-term. Any changes in law or the inability to otherwise use these carryforwards in the future (including as the result of any audit or other tax proceeding) could adversely impact our financial statements, effective tax rate and cash flows.

In addition, under Sections 382 and 383 of the Internal Revenue Code, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% cumulative change (by value) in ownership by “5 percent shareholders” over a rolling three-year period, the corporation’s ability to use its pre-change NOLs and other pre-change tax attributes to offset its post-change income or taxes may be limited. We may in the future experience ownership changes as a result of shifts in our stock ownership or as a result of the present and future offerings of our shares. As a result, if we earn net taxable income, our ability to use our pre-change U.S. NOL carryforwards and other tax attributes to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. Similar provisions of state tax law may also apply to limit our use of accumulated state tax NOLs. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase our state income tax liabilities. As a result of the foregoing, we may be unable to use all or a material portion of our net operating losses and other tax attributes, which could adversely affect our future cash flows.

If we fail to protect our proprietary intellectual property rights adequately, our competitive position could be impaired, and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.

Our success depends, in part, on our ability to protect our proprietary intellectual property rights, including certain methodologies, practices, tools, technologies and technical expertise we use in designing, developing, implementing and maintaining applications and processes used in providing our services. We rely on a combination of patent, trademark, trade secrets and other intellectual property laws, non-disclosure agreements with our employees, consultants, customers and other relevant persons, and other measures to protect our intellectual property, including our brand identity. However, the steps we take to protect our intellectual property may be inadequate, and we may choose not to pursue or maintain protection for our intellectual property in the United States or foreign jurisdictions. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to copy our technology and use information that we regard as proprietary to create technology that competes with ours. In addition, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate. To the extent we expand our international activities, our exposure to unauthorized copying and use of our technologies and proprietary information may increase. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our technology and intellectual property.

We rely in part on trade secrets, proprietary know-how and other confidential information to maintain our competitive position. Although we enter into non-disclosure and invention assignment agreements with our employees, enter into non-disclosure agreements with our customers, consultants and other parties with whom we have strategic relationships and business alliances and enter into intellectual property assignment agreements with our consultants and vendors, no assurance can be given that these agreements will be effective in controlling access to and distribution of our technology and proprietary information. In addition, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products.

To protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming and distracting to management and

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could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology, as well as any costly litigation or diversion of our management’s attention and resources, could disrupt our business, as well as have a material adverse effect on our financial condition and results of operations.

We may in the future be subject to intellectual property disputes, which are costly to defend and could harm our business and operating results.

We may from time to time face allegations that we have infringed the patents, copyrights, trademarks and other intellectual property rights of third parties, including from our competitors. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may require us to stop using certain technologies or offering certain services or may result in significant damage awards or settlement costs.

Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could divert the time and resources of our management team and harm our business, our operating results and our reputation.

Environmental liabilities, climate change, and related regulations could increase costs, disrupt operations, and reduce demand for our facilities.

Environmental liabilities such as contamination, compliance deficiencies, asbestos-containing materials, and indoor air quality issues could arise and require costly investigation or remediation. Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and remediate hazardous or toxic substances or petroleum product releases at or from our property, regardless of fault. In addition, we could incur costs to comply with environmental health and safety laws and regulations, the violation of which could lead to substantial fines and penalties.

Climate change may increase the frequency and severity of extreme weather events—including droughts, heat waves, fires, hurricanes, tornadoes, rising sea levels, and flooding—which could cause physical damage, disrupt power supply, increase cooling costs, and reduce demand for or value of affected properties. An increase in the frequency, duration and severity of such extreme weather events and/or our failure to prevent or mitigate the impact of such events on our customers could have a material adverse effect on our business. Changes in average temperatures may increase operating costs, particularly for cooling.

Climate regulation is evolving rapidly. New or changing laws—such as carbon taxes, emissions reporting requirements, energy efficiency standards, or restrictions on fossil fuels—could increase electricity costs and require capital expenditures or operational changes. In addition, our customers, investors, and other stakeholders may impose sustainability expectations that require us to incur additional costs. These stakeholder requests, along with evolving laws and regulations, could limit our ability to develop new facilities or result in substantial compliance costs, maintenance costs, repair costs, retrofit costs and construction costs, including capital expenditures for environmental control facilities and other new equipment. If we fail to meet such stakeholder expectations, or if there is controversy or shifting public policy regarding sustainability initiatives, our reputation, customer relationships, investor demand, and share price could be adversely affected.

We may fail to achieve our sustainability objectives and pursuing them may increase costs and expose us to scrutiny.

We have established sustainability objectives, including long-term goals of procuring 100% clean and renewable energy coverage and reducing our GHG emissions from our operations and supply chain. Achieving these goals may require additional costs for data collection, measurement, reporting, procurement strategies, and operational changes. Renewable energy procurement or low-carbon alternatives may be more expensive than conventional sources, and facility modifications to improve efficiency may require significant capital expenditures.

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There is no assurance we will achieve our sustainability objectives on the timeline we anticipate, or that stakeholders will view our efforts as sufficient. Changes in political administrations, regulatory priorities, or public sentiment could also increase scrutiny, compliance burdens, or litigation risk related to sustainability goals and disclosures. Any failure to achieve stated goals, or significant controversy regarding those goals or related disclosures, could adversely affect public perception of our business, employee morale, customer demand, investor interest, and our share price.

Risks Related to Our Indebtedness

Our substantial indebtedness could adversely affect our financial condition and ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.

We have a significant amount of indebtedness. As of March 31, 2026, we had $734.0 million of borrowings outstanding under our $800.0 million Revolving Credit Facility and $4.3 billion outstanding under our securitized notes, all of which is secured.

Subject to the limitations contained in the documents governing our indebtedness, we may incur substantial additional debt from time to time to finance working capital, capital expenditures, investments, acquisitions or for other purposes. If we do incur substantial additional debt, the risks related to our high level of debt could intensify. Our substantial indebtedness could have important consequences for us and our stockholders. For example, it could:

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make us more vulnerable to changes in our business, our industry, or the economy;

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limit our ability to obtain additional financing to fund working capital, capital expenditures, investments, acquisitions or other general corporate requirements;

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require us to dedicate a substantial portion of our cash flow from operations to the payment of interest and the repayment of our indebtedness instead of other purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, investments, acquisitions and other general corporate purposes;

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limit our flexibility in planning for, or reacting to, changes in the industry in which we compete;

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make us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;

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restrict us from making strategic acquisitions, engaging in development activities, or exploiting business opportunities;

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limit, along with the restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds or dispose of assets; and

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expose us to the risk of increased interest rates, as certain of our borrowings, including borrowings under the Revolving Credit Facility, are at variable rates of interest.

In addition, the credit agreement governing the Revolving Credit Facility (the “Credit Agreement”) and the indentures governing our securitized notes (the “Indentures”) contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of such indebtedness. Any event of default under the agreements governing our indebtedness could result in the applicable lenders or noteholders declaring all outstanding principal and interest to be due and payable, terminating their commitments to provide additional funding and foreclosing against the assets securing their indebtedness.

Despite our substantial indebtedness, we may still be able to incur significantly more debt, including secured debt, which could intensify the risks associated with our indebtedness.

We and our subsidiaries may be able to incur substantial indebtedness in the future. Although our existing debt agreements, including the terms of the Credit Agreement and the Indentures, contain restrictions on our and our subsidiaries’ ability to incur additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions

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could be substantial. These restrictions do not prevent us from incurring obligations that do not constitute indebtedness. As of March 31, 2026, we had $66.0 million available for additional borrowing under the Revolving Credit Facility, all of which would be secured. Although we intend to use a portion of the net proceeds of this offering to repay in full all outstanding borrowings under the Revolving Credit Facility, we may re-borrow any or all of such amounts under the Revolving Credit Facility in the future for working capital, capital expenditures or other general corporate purposes, which would increase our indebtedness following the closing of this offering. In addition to our securitized notes and our borrowings under the Revolving Credit Facility, the covenants under the Credit Agreement and the Indentures and under any other of our existing or future debt instruments could allow us to incur a significant amount of additional indebtedness and, subject to certain limitations, such additional indebtedness could be secured. The more leveraged we become, the more we, and in turn our security holders, will be exposed to certain risks described above under “—Our substantial indebtedness could adversely affect our financial condition and ability to raise additional capital to fund our operations and limit our ability to react to changes in the economy or our industry.”

We may not be able to generate sufficient cash to service all of our indebtedness and to fund our working capital and capital expenditures, and may be forced to take other actions to satisfy our significant debt service obligations, which would adversely affect our financial condition and results of operations.

Our ability to pay principal and interest on, and satisfy, our debt obligations will depend upon, among other things:

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our future financial and operating performance, which will be affected by prevailing economic, industry, and competitive conditions and financial, business, legislative, regulatory, and other factors, many of which are beyond our control;

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our future ability to refinance or restructure our existing debt obligations, which depends on, among other things, the condition of the capital markets, our financial condition, and the terms of existing or future debt agreements; and

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our future ability to borrow under our Revolving Credit Facility, the availability of which depends on, among other things, our compliance with the covenants in the Credit Agreement.

We cannot assure you that our business will generate cash flow from operations, or that we will be able to draw under our Revolving Credit Facility, in an amount sufficient to fund our liquidity needs. If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. We cannot assure you that we will be able to restructure or refinance any of our debt on commercially reasonable terms or at all. In addition, the terms of existing or future debt agreements, including the Credit Agreement and the Indentures, may restrict us from adopting some of these alternatives. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due. Brookfield and our other equity holders have no continuing obligation to provide us with debt or equity financing. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could result in a material adverse effect on our business, results of operations and financial condition.

If we cannot make scheduled payments on our indebtedness, we will be in default, and our lenders and noteholders could declare all outstanding principal and interest to be due and payable and terminate their commitments to provide additional funding, foreclose against the assets securing their indebtedness and we could face financial distress.

If our indebtedness is accelerated, we may need to repay or refinance all or a portion of our indebtedness. There can be no assurance that we will be able to obtain sufficient funds to enable us to repay or refinance our debt obligations on commercially reasonable terms, or at all.

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Repayment of our debt is dependent on cash flow generated by our subsidiaries.

We are a holding company and have no material assets other than our investment in the equity interests of our subsidiaries and no direct operations other than activities directly related to our ownership of equity interests in our subsidiaries. Accordingly, repayment of indebtedness is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us by dividend, debt repayment, or otherwise. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of their respective indebtedness. Each of our subsidiaries is a distinct legal entity, and under certain circumstances legal and contractual restrictions may limit our ability to obtain cash from them, and we may be limited in our ability to cause any future joint ventures to distribute their earnings to us. While our debt agreements limit our and our subsidiaries’ ability to incur consensual restrictions on their respective ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

The Credit Agreement contains, and any other existing or future indebtedness of ours would likely contain, a number of covenants that will impose significant operating and financial restrictions on us, including restrictions on our and our subsidiaries’ ability to, among other things:

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incur additional debt, guarantee indebtedness, or issue certain preferred shares;

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pay dividends on or make distributions in respect of, or repurchase or redeem, our capital stock or make other restricted payments;

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prepay, redeem, or repurchase certain debt;

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make loans or certain investments;

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sell certain assets;

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create liens on certain assets;

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consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets;

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enter into certain transactions with affiliates;

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substantially alter the businesses we conduct; and

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enter into agreements restricting our subsidiaries’ ability to pay dividends.

In addition, the Indentures contain covenants that restrict the ability of certain of our subsidiaries to incur additional debt or create liens on the assets covered by such Indentures.

As a result of these covenants, we will be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

A failure to comply with the covenants under the Credit Agreement, the Indentures or any of our other existing or future indebtedness could result in an event of default, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.

If any of our outstanding indebtedness under the Revolving Credit Facility or our other indebtedness, including our securitized notes, were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full.

In addition, the Indentures also require us to maintain specified financial ratios. Our ability to maintain these financial ratios may be adversely affected by events beyond our control, and we may be unable to satisfy such ratios. With respect to the Indentures, a breach of these covenants could result in a rapid amortization event or default under such debt agreements. If amounts owed under such debt agreements are accelerated because of a default and we are unable to pay such amounts, the applicable investors or lenders may have the right to, among other things, assume control of substantially all of the assets securing such indebtedness, if any, or require us to repay such indebtedness. If we are unable to refinance or repay amounts under the debt

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agreements prior to the expiration of the applicable term or upon rapid amortization occurring as a result of our failure to maintain specified financial ratios, our cash flow would be directed to the repayment of our debt and, other than management fees sufficient to cover minimal selling, general and administrative expenses, would not be available for operating our business.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under the Revolving Credit Facility and a portion of our indebtedness under the Indentures are at variable rates of interest and expose us to interest rate risk. Increases in interest rates would raise our interest expense under any variable-rate debt that is not effectively converted to fixed-rate debt and increase our overall cost of capital, which could adversely affect our cash flows and FFO, and reduce our ability to use the capital that is being paid in interest in other ways. As of March 31, 2026, assuming the Revolving Credit Facility is fully borrowed, each 0.25% change in assumed blended interest rates would result in an approximately $2.0 million change in annual interest expense on indebtedness under the Revolving Credit Facility. As of March 31, 2026, assuming our Series 2024-1, Class A-1 variable funding notes under the Indentures are fully drawn, each 0.25% change in assumed blended interest rates would result in an approximately $0.25 million change in annual interest expense on indebtedness under our securitized notes. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk, may prove disadvantageous, or may create additional risks. Increases in interest rates would also increase our interest expense on future fixed rate borrowings.

The Indentures may restrict cash flow from the entities subject to such debt agreements to us and our subsidiaries and, upon the occurrence of certain events, cash flow would be further restricted.

The Indentures require that cash from the entities subject to such debt agreements be allocated in accordance with a specified priority of payments. In the ordinary course, this means that funds available to us are paid at the end of the priority of payments, after expenses and debt service for securitized debt. In addition, in the event that a rapid amortization event occurs under the Indentures (including, without limitation, upon an event of default, failure to maintain specified financial ratios or the failure to repay the securitized debt at the end of the applicable term), the funds available to us would be reduced or eliminated, which would in turn reduce our ability to operate or grow our business.

Changes in our credit ratings and outlook may reduce access to capital and increase borrowing costs.

Our credit ratings are based on a number of factors, including our financial strength and factors outside of our control, such as conditions affecting our industry generally or the introduction of new rating practices and methodologies. Our current credit ratings may not remain in effect, and such ratings may be lowered, suspended or withdrawn entirely by the applicable rating agencies. If any rating agencies lower, suspend, or withdraw our ratings, the market price or marketability of our securities may be adversely affected. In addition, any change in our ratings could make it more difficult for us to raise capital on favorable terms, impact our ability to obtain adequate financing, and result in higher interest costs for our existing credit facilities or on future financings.

Risks Related to this Offering and Ownership of Our Common Stock

Our stock price may fluctuate significantly and purchasers of our common stock could incur substantial losses.

The market price of our common stock could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our common stock, you could lose a substantial part or all of your investment in our common stock. The following factors could affect our stock price:

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our operating and financial performance and prospects;

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quarterly variations in the rate of growth (if any) of our financial or operational indicators, such as earnings per share, net income, revenues, Adjusted EBITDA and FFO;

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the public reaction to our press releases, our other public announcements and our filings with the SEC;

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strategic actions by our competitors;

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changes in operating performance and the stock market valuations of other companies;

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announcements related to litigation;

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differences between our actual financial and operating results and those expected by investors and analysts;

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changes in revenue or earnings estimates or changes in recommendations or withdrawal of research coverage, by equity research analysts;

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speculation in the press or investment community;

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market reaction to any indebtedness we incur in the future;

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sales of our common stock by us or our stockholders, or the perception that such sales may occur;

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changes in accounting principles, policies, guidance, interpretations or standards;

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additions or departures of key management personnel;

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actions by our stockholders;

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general economic and market conditions;

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military conflicts, natural and man-made disasters, climate change-related events, pandemics or other health crises and their effects;

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domestic and international economic, legal and regulatory factors unrelated to our performance;

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material weakness in our internal control over financial reporting; and

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the realization of any risks described under this “Risk Factors” section, or other risks that may materialize in the future.

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, financial condition and results of operations.

We will incur significant costs and devote substantial management time as a result of operating as a public company.

We will incur significant legal, accounting and other expenses that we did not incur as a private company. As a public company with listed equity securities, we will need to comply with new laws, regulations and requirements, including the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which will require, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition. In addition, we will be required to comply with the requirements of Section 404(a) of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented by the SEC and heightened auditing standards, and the NYSE, our stock exchange, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. In addition, our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act commencing the year following our first annual report required to be filed with the SEC.

The rules governing management’s assessment of our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time consuming and costly. In addition, we expect that our management and other personnel will need to

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divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we expect to continue incurring significant expenses and devote substantial management effort toward ensuring compliance with the requirements of the Sarbanes-Oxley Act. In that regard, we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Furthermore, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our consolidated financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the NYSE, regulatory investigations, civil or criminal sanctions and litigation, any of which would have a material and adverse effect on our business, results of operations and financial condition. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing and materiality of such costs.

We previously identified a material weakness in our internal control over financial reporting in the preparation of our audited financial statements for a historical period, and if we identify additional material weaknesses in the future, our ability to accurately report our financial results may be adversely affected.

Although we are not yet subject to the certification or attestation requirements of Section 404 of the Sarbanes-Oxley Act, while preparing our audited financial statements for a historical period, we identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected and corrected on a timely basis.

The material weakness related to controls over the identification and assessment of indicators of impairment for goodwill and long-lived assets, including the design, operation, and documentation of such controls in accordance with applicable accounting guidance. This material weakness primarily related to impairment evaluations associated with certain subsidiaries and historical periods that were not previously subject to audit while we operated as a private company. We have taken steps to remediate this material weakness, including enhancing control activities related to the identification and evaluation of impairment indicators and updating policies and procedures to ensure appropriate documentation and review. The material weakness, which was identified in connection with the preparation of the 2022 financial statements, has been remediated as of December 31, 2025.

Upon completion of this offering, we will be subject to Section 404 of the Sarbanes-Oxley Act, which requires that we include a report of management on our internal control over financial reporting in our second annual report on Form 10-K. In addition, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting in our second annual report on Form 10-K. If we identify additional material weaknesses in the future, our ability to produce timely and accurate financial statements could be adversely affected. If we are unable to comply with the requirements of Section 404 in a timely manner, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in our financial reporting, which could negatively affect the market price of our common stock.

We continue to be controlled by Brookfield, and Brookfield’s interests may conflict with our interests and the interests of other stockholders.

Following this offering, Brookfield will beneficially own approximately % of the voting power of our outstanding common equity (or approximately % if the underwriters exercise their option to purchase additional shares in full). Therefore, individuals affiliated with Brookfield will have effective control over the outcome of votes on all matters requiring approval by our stockholders, including the election of directors, entering into significant corporate transactions such as mergers, tender offers and the sale of all or substantially all of our assets and certain other corporate matters. The interests of Brookfield could conflict with or differ from our interests or the interests of our other stockholders. For example, the concentration of ownership held by Brookfield could delay, defer, or prevent a change in control of our company or impede a merger, takeover, or other business combination which may otherwise be favorable for us. Additionally, Brookfield is in the business of making investments in companies and may, from time to time, acquire and hold interests in

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or provide advice to businesses that compete directly or indirectly with us, or are suppliers or customers of ours. Brookfield may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. Any such investment may increase the potential for the conflicts of interest discussed in this risk factor. So long as Brookfield continues to directly or indirectly beneficially own a significant amount of our equity, even if such amount is less than 50%, Brookfield will continue to be able to substantially influence or effectively control our ability to enter into corporate transactions. Brookfield also has a right to nominate a number of directors comprising a percentage of our board of directors in accordance with Brookfield’s beneficial ownership of the voting power of our outstanding common stock (rounded up to the nearest whole number), except that if Brookfield beneficially owns more than 50% of the voting power of our outstanding common stock, Brookfield will have the right to nominate a majority of the directors. See “Management—Board Composition.” In addition, following the consummation of this offering, we expect to have an executive committee that serves at the discretion of our board of directors and includes two members nominated by Brookfield, who are authorized to take actions (subject to certain exceptions) that they reasonably determine are appropriate. See “Management—Board Committees—Executive Committee” for a further discussion.

We are a “controlled company” within the meaning of the NYSE rules and, as a result, qualify for and intend to rely on exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Following this offering, Brookfield will continue to control a majority of the voting power of our outstanding voting stock and, as a result, we will be a controlled company within the meaning of the NYSE’s corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements that:

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a majority of our board of directors consist of independent directors;

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our board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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our board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Upon completion of this offering, a majority of our board of directors will not consist of independent directors and, although we will have nominating and corporate governance and compensation committees with written charters addressing such committees’ purposes and responsibilities, such committees will not be comprised entirely of independent directors. We intend to utilize these exemptions as long as we remain a controlled company. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Our organizational documents may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium on their shares.

Certain provisions of our certificate of incorporation and bylaws may have the effect of delaying or preventing a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider to be in its best interest, including attempts that might result in a premium over the market price of our common stock. These provisions include, among other things:

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providing that our board of directors will be divided into three classes, with each class of directors serving three-year terms and with terms of the directors of only one class expiring in any given year;

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prohibiting cumulative voting in the election of directors;

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providing for the removal of directors only for cause and only upon the affirmative vote of the holders of at least 662∕3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class, if less than 50.1% of the voting power of our outstanding common stock is beneficially owned by Brookfield;

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empowering only our board of directors to fill any vacancy on our board of directors (other than in respect of a Brookfield Director (as defined below)), whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

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authorizing the issuance of “blank check” preferred stock without any need for action by stockholders;

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prohibiting stockholders from acting by written consent if less than 50.1% of the voting power of our outstanding common stock is beneficially owned by Brookfield;

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to the extent permitted by law, prohibiting stockholders from calling a special meeting of stockholders if less than 50.1% of the voting power of our outstanding common stock is beneficially owned by Brookfield; and

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establishing advance notice requirements for nominations for election to our board of directors (other than any nomination for a Brookfield Director) or for proposing matters that can be acted on by stockholders at stockholder meetings.

Additionally, our certificate of incorporation provides that we are not governed by Section 203 of the Delaware General Corporation Law (the “DGCL”), which prohibits a publicly held Delaware corporation from engaging in a business combination transaction with an interested stockholder for a period of three years after the interested stockholder became such unless the transaction fits within an applicable exemption, such as board approval of the business combination or the transaction which resulted in such stockholder becoming an interested stockholder. However, our certificate of incorporation will include a provision that restricts us from engaging in any business combination with an interested stockholder for three years following the date that person becomes an interested stockholder, but such restrictions shall not apply to any business combination between Brookfield and any affiliate thereof or their direct and indirect transferees, on the one hand, and us, on the other, or certain other situations as described below in “Description of Capital Stock—Certain Corporate Anti-takeover Provisions—Delaware Takeover Statute.”

Any issuance by us of preferred stock could delay or prevent a change in control of us. Our board of directors will have the authority to cause us to issue, without any further vote or action by the stockholders, shares of preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges, and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices, and liquidation preferences of such series. The issuance of shares of our preferred stock may have the effect of delaying, deferring, or preventing a change in control without further action by the stockholders, even where stockholders are offered a premium for their shares.

In addition, as long as Brookfield beneficially owns a majority of the voting power of our outstanding common stock, Brookfield will be able to control all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and certain corporate transactions. We intend to enter into a stockholders agreement with Brookfield (the “Stockholders Agreement”) that will also require the approval of Brookfield for certain important matters, including, but not limited to, material acquisitions and dispositions other than certain transactions in the ordinary course of business, certain issuances of equity securities and incurrence of debt, and mergers, consolidations and transfers of all or substantially all of our assets, until the first time that Brookfield ceases to beneficially own at least 20% of our common stock. See “Description of Capital Stock—Certain Corporate Anti-takeover Provisions—Certain Matters that Require Consent of Our Stockholders.”

Together, the provisions in our certificate of incorporation, bylaws and Stockholders Agreement and statutory provisions may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our common stock.

Furthermore, the existence of the foregoing provisions, as well as the significant common stock beneficially owned by Brookfield and its right to nominate a specified number of directors, could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of us, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition. For a further discussion of these and other such anti-takeover provisions, see “Description of Capital Stock—Certain Corporate Anti-takeover Provisions.”

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Our certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over such action or proceeding, then another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, then the United States District Court for the District of Delaware), to the fullest extent permitted by law, is the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or of our certificate of incorporation or our bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim related to or involving the Company or any director or officer of the Company that is governed by the internal affairs doctrine; provided that, the federal district courts of the United States will be the exclusive forum for the resolution of any action, suit or proceedings asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”). Section 22 of the Securities Act would otherwise create concurrent federal and state jurisdiction over all suits brought to enforce a liability or duty created under the Securities Act. Therefore, the exclusive federal forum provision in our certificate of incorporation for claims brought under the Securities Act will limit a stockholder’s right to bring a claim to enforce a liability or duty created under the Securities Act in state court. The exclusive forum provisions in our certificate of incorporation will not apply to claims arising under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We recognize that the forum selection clause in our certificate of incorporation may impose additional litigation costs on stockholders in pursuing any such claims, particularly if the stockholders do not reside in or near the State of Delaware. Additionally, the forum selection clause in our certificate of incorporation may limit our stockholders’ ability to bring a claim in a forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors, officers and employees even though an action, if successful, might benefit our stockholders. The Court of Chancery of the State of Delaware and the federal district courts of the United States may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. However, the enforceability of similar forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings. If a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations.

Our certificate of incorporation will contain a provision renouncing our interest and expectancy in certain corporate opportunities.

Under our certificate of incorporation, none of Brookfield, the portfolio companies owned by Brookfield, or any of their respective officers, directors, principals, partners, members, managers, employees, agents or other representatives will have any duty to refrain from engaging, directly or indirectly, in the same business activities, similar business activities, or lines of business in which we operate. Under our certificate of incorporation, Brookfield, the portfolio companies owned by Brookfield, or any of their respective officers, directors, principals, partners, members, managers, employees, agents or other representatives have the right to invest in, or provide services to, any person that is engaged in the same or similar business activities as us or our affiliates or directly or indirectly competes with us or any of our affiliates. In addition, our certificate of incorporation provides that, to the fullest extent permitted by law, no officer or director of ours who is also an officer, director, principal, partner, member, manager, employee, agent or other representative of Brookfield will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual

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directs a corporate opportunity to Brookfield, instead of us, or does not communicate information regarding a corporate opportunity to us that the officer, director, employee, managing director, or other affiliate has directed to Brookfield or its representatives. For instance, a director of our company who also serves as a director, officer, principal, partner, member, manager, employee, agent or other representative of Brookfield or any of its portfolio companies, funds, or other affiliates may pursue certain acquisitions or other opportunities that may be complementary to our business and, as a result, such acquisition or other opportunities may not be available to us. Upon consummation of this offering, our board of directors will consist of nine members, four of whom will be Brookfield Directors. These potential conflicts of interest could have a material and adverse effect on our business, financial condition, results of operations, or prospects if attractive corporate opportunities are allocated by Brookfield to itself or the portfolio companies owned by Brookfield instead of to us. A description of our obligations related to corporate opportunities under our certificate of incorporation are more fully described in “Description of Capital Stock—Corporate Opportunity.”

Investors in this offering will experience immediate and substantial dilution.

The initial public offering price per share of common stock will be substantially higher than our pro forma as adjusted net tangible book value (deficit) per share immediately after this offering. Based on our pro forma as adjusted net tangible book value (deficit) per share as of March 31, 2026 and an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, we expect that purchasers of our common stock in this offering will experience immediate and substantial dilution in an amount of $ per share of common stock, or $ per share of common stock if the underwriters exercise their option to purchase additional shares in full. This dilution is due in large part to earlier investors having paid substantially less than the initial public offering price when they purchased their shares. See “Dilution.”

You may be diluted by the future issuance of additional common stock or convertible securities in connection with our incentive plans, acquisitions or otherwise, which could adversely affect our stock price.

After the completion of this offering, we will have shares of common stock authorized but unissued (assuming no exercise of the underwriters’ option to purchase additional shares). Our certificate of incorporation will authorize us to issue these shares of common stock and options, rights, warrants and appreciation rights relating to common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. We have reserved approximately shares for future grant under our Omnibus Incentive Plan. See “Executive Compensation—Equity Compensation Plans—2026 Omnibus Incentive Plan.” Any common stock that we issue, including under our Omnibus Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase common stock in this offering.

From time to time in the future, we may also issue additional shares of our common stock or securities convertible into common stock pursuant to a variety of transactions, including acquisitions. Our issuance of additional shares of our common stock or securities convertible into our common stock would dilute your ownership of us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our common stock.

Future sales of our common stock in the public market, or the perception in the public market that such sales may occur, could reduce our stock price.

After this offering, the sale of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

After the completion of this offering (assuming no exercise of the underwriters’ option to purchase additional shares), we will have shares of common stock outstanding. All shares of our common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act. The remaining number of outstanding shares of common stock are “restricted securities,” as defined under Rule 144 under the Securities Act, and eligible for sale in the public market subject to the requirements of

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Rule 144. We, Brookfield and each of our executive officers and directors, who collectively hold substantially all of our issued and outstanding common stock, have agreed that, for a period of 180 days after the date of this prospectus, we and they will not, without the prior written consent of the representatives on behalf of the underwriters, dispose of any shares of common stock or any securities convertible into or exchangeable for our common stock, subject to certain exceptions. See “Underwriting (Conflicts of Interest).” Following the expiration of the applicable lock-up period, all of the issued and outstanding shares of our common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding periods, and other limitations of Rule 144. Morgan Stanley & Co. LLC and TD Securities (USA) LLC on behalf of the underwriters may, in their sole discretion, release all or any portion of the shares subject to lock-up agreements at any time and for any reason. In addition, Brookfield has certain rights to require us to register the sale of common stock held by them including in connection with underwritten offerings. Sales of significant amounts of stock in the public market upon expiration of lock-up agreements, the perception that such sales may occur, or early release of any lock-up agreements, could adversely affect prevailing market prices of our common stock or make it more difficult for you to sell your shares of common stock at a time and price that you deem appropriate. See “Shares Eligible for Future Sale” for a discussion of the shares of common stock that may be sold into the public market in the future.

We will have broad discretion in the use of the net proceeds to us from this offering and may not use them effectively.

We will have broad discretion in the application of the net proceeds to us from this offering, including for the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. We intend to use a portion of the net proceeds of this offering to repay in full all outstanding borrowings under our Revolving Credit Facility and the Promissory Note and a portion of certain series of our outstanding 2024 ABS Notes and the remainder for general corporate purposes, which may include, in addition to repayment of indebtedness, funding acquisitions, additions to working capital, repurchases of common stock, dividends, capital expenditures and investments in our subsidiaries. Our management may not apply the net proceeds in ways that increase the value of your investment in our common stock. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, our ultimate use may vary substantially from our currently intended use. Investors will need to rely upon the judgment of our management with respect to the use of proceeds. Pending use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities, such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government that may not generate a high yield for our stockholders or that may lose value. If we do not use the net proceeds that we receive in this offering effectively, our business, financial condition, results of operations and prospects could be harmed, and the market price of our common stock could decline.

There has been no prior public market for our common stock and there can be no assurances that a viable public market for our common stock will develop or be sustained.

Prior to this offering, there has been no public market for our common stock, and there can be no assurance that an active trading market will develop or be sustained or that shares of our common stock will be resold at or above the initial public offering price. An active, liquid and orderly trading market for our common stock may not develop or be maintained after this offering. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. We cannot predict the extent to which investor interest in our common stock will lead to the development of an active trading market on the NYSE or otherwise or how liquid that market might become. The initial public offering price for the common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. See “Underwriting (Conflicts of Interest).” The market price of our common stock may decline below the initial offering price and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all. If an active public market for our common stock does not develop, or is not sustained, it may be difficult for you to sell your shares at a price that is attractive to you or at all.

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We may pay dividends to our stockholders, but our ability to do so is subject to the discretion of our board of directors and may be limited by our holding company structure and applicable provisions of Delaware law.

We currently do not intend to pay dividends to holders of our common stock in the first few fiscal quarters immediately following the closing of this offering. However, we are currently targeting to establish a dividend policy to pay a conservative cash dividend to holders of our common stock on a quarterly basis in the future. The ability of our subsidiaries to make distributions to us will be subject to their operating results, cash requirements and financial condition. Our ability to declare and pay dividends to our stockholders is likewise subject to Delaware law (which may limit the amount of funds available for dividends). If, as a consequence of these various limitations and restrictions, we are unable to generate sufficient distributions from our business, we may not be able to make, or may be required to reduce or eliminate, any payment of dividends on our common stock. Any return on investment in our common stock may be solely dependent upon the appreciation of the price of our common stock on the open market, which may not occur. There can be no assurance that we will pay dividends in the future or continue to pay any dividends on any set schedule or at all if we do commence paying dividends. Prospective investors should make any investment in our common stock without relying on any expectation or belief that dividends will be paid on the common stock. See “Dividend Policy.”

If securities or industry analysts do not publish research or reports about our business or publish negative reports, our stock price could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not control these analysts and cannot assure you that any analysts will initiate or maintain research coverage of us and our stock. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our common stock, provide more favorable recommendations about our competitors, publishes inaccurate or unfavorable research about our business or if our operating results do not meet their expectations, our stock price could decline.

We may issue preferred securities, the terms of which could adversely affect the voting power or value of our common stock.

Our certificate of incorporation will authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred securities having such designations, preferences, limitations, and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred securities could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred securities the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred securities could affect the residual value of the common stock.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which involve risks and uncertainties. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” and include, among other things, statements relating to:

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our strategies, outlook and growth prospects;

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our operational, financial and leverage targets and dividend policy;

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our potential Adjusted EBITDA growth opportunities;

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general economic trends and trends in the industry and markets; and

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the competitive environment in which we operate.

These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Important factors that could cause our results to vary from expectations include, but are not limited to:

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our concentration in certain geographic areas;

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changes in demand for data center space;

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changes in economic conditions, technology trends, and customer deployment decisions;

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our customer concentration;

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changes in customer preferences, including self-supplying, consolidating deployments, or shifting workloads to alternative solutions;

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our ability to attract, grow and retain a balanced customer base;

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a long sales cycle for our products and services;

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competition in our industry;

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our ability to successfully develop or expand our data centers;

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power procurement and interconnection constraints;

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our dependence on third parties;

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our ability to attract and retain qualified personnel;

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our ability to identify, complete, and successfully integrate acquisitions or operate acquired properties;

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our ability to estimate market opportunity, potential expansion capacity, potential Adjusted EBITDA growth opportunities and target leverage;

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our ability to raise additional capital or service our substantial indebtedness; and

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other risk factors included under “Risk Factors” in this prospectus.

These forward-looking statements reflect our views with respect to future events as of the date of this prospectus and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law,

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we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

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USE OF PROCEEDS

We expect to receive approximately $ million of net proceeds (based upon the assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus and assuming no exercise of the underwriters’ option to purchase additional shares) from the sale of the common stock offered by us, after deducting underwriting discounts and commissions. We estimate that the net proceeds to us, if the underwriters exercise their option to purchase the maximum number of additional shares of common stock from us, will be approximately $ million (based upon the assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions. Assuming no exercise of the underwriters’ option to purchase additional shares, each $1.00 increase (decrease) in the initial public offering price would increase (decrease) our net proceeds by approximately $ million. Assuming no exercise of the underwriters’ option to purchase additional shares, an increase (decrease) of 1,000,000 shares in the number of shares of common stock offered by us as set forth on the cover page of this prospectus would increase (decrease) the net proceeds to us by $ million, assuming no change in the assumed initial public offering price and after deducting estimated underwriting discounts and commissions.

We currently expect to use approximately $ million of the net proceeds from this offering to pay fees and expenses in connection with this offering, which include legal and accounting fees, SEC and FINRA registrations fees, printing expenses, and other similar fees and expenses.

Our Revolving Credit Facility bears interest at a rate equal to (i) term SOFR, subject to a 0.0% floor, plus a margin of 3.00% per annum or (ii) the alternate base rate, as defined in the Revolving Credit Facility, plus a margin of 2.00% per annum. The Revolving Credit Facility will mature on December 22, 2026. The proceeds from the Revolving Credit Facility were used for general corporate purposes. We may voluntarily repay outstanding loans under the Revolving Credit Facility with the proceeds of this offering without prepayment premium or penalty, subject to customary “breakage” costs. As of June 30, 2026, there was $ million of borrowings outstanding under the Revolving Credit Facility.

The Promissory Note bears interest at a fixed rate of 3.54% per annum, payable quarterly at the end of each fiscal quarter, and permits interest that is not paid in cash when due to be paid-in-kind and added to the outstanding aggregate principal amount of the Promissory Note. The Promissory Note will mature on May 14, 2029. The proceeds from the Promissory Note were used for general corporate purposes. We may voluntarily repay outstanding loans under the Promissory Note with the proceeds of this offering without prepayment premium or penalty. As of June 30, 2026, there was $ million outstanding under the Promissory Note.

Our Series 2024-1 Class A-1 variable funding notes bear interest at a rate equal to SOFR, plus 2.45% per annum. Our fixed-rate 2024 ABS Notes bear interest at rates ranging from 5.00% per annum to 5.90% per annum and, as of March 31, 2026, the weighted average interest rate of such notes was 5.43%. The 2024 ABS Notes have legal final maturity dates ranging from October 2054 to December 2055. The proceeds from our securitized notes that were issued within one year of the date of this prospectus were used for general corporate purposes.

Certain affiliates of Morgan Stanley & Co. LLC, TD Securities (USA) LLC, Wells Fargo Securities, LLC, BMO Capital Markets Corp., Scotia Capital (USA) Inc., CIBC World Markets Corp., National Bank of Canada Financial Inc. and PNC Capital Markets LLC are lenders under our Revolving Credit Facility and, as a result, will receive a portion of the proceeds from this offering through the repayment of such indebtedness. The Brookfield Stockholder, an affiliate of Brookfield Securities LLC, is the lender under the Promissory Note and, as a result, will receive a portion of the proceeds from this offering through the repayment of such indebtedness. Certain affiliates of TD Securities (USA) LLC, BMO Capital Markets Corp. and Scotia Capital (USA) Inc. are holders of, or otherwise have economic interests in, certain series of our outstanding 2024 ABS Notes, and as a result, in the event that we use the net proceeds from this offering of our common stock to repay such series of our outstanding 2024 ABS Notes, certain affiliates of TD Securities (USA) LLC, BMO

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Capital Markets Corp. and Scotia Capital (USA) Inc. may receive a portion of the proceeds from this offering. However, we have not yet determined which series of our 2024 ABS Notes will be repaid with the net proceeds of this offering. Such determination will be made by management following the closing of this offering and will depend, in part, on the total net proceeds received in this offering and the amount applied to repay in full outstanding loans under our Revolving Credit Facility. See “Underwriting (Conflicts of Interest).”

We will use any remaining net proceeds for general corporate purposes. General corporate purposes may include, in addition to repayment of indebtedness, funding acquisitions, additions to working capital, repurchases of common stock, dividends, capital expenditures and investments in our subsidiaries. Our management team will retain broad discretion to allocate the net proceeds of this offering. Pending use as described above, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities, such as money market accounts, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government.

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DIVIDEND POLICY

As a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries. Our ability to pay dividends will therefore be restricted as a result of restrictions on their ability to pay dividends to us under existing or future indebtedness that we or they may incur. See “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

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CAPITALIZATION

The following table sets forth our cash, cash equivalents and restricted cash and our capitalization as of March 31, 2026 on:

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an actual basis;

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a pro forma basis to give effect to (i) our conversion to a corporation and (ii) the filing and effectiveness of our amended and restated certificate of incorporation, which will be in effect immediately prior to the completion of this offering, as if each of the foregoing had occurred on March 31, 2026; and

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a pro forma as adjusted basis to give effect to (i) the pro forma adjustments set forth above and (ii) the issuance of shares of common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the front cover of this prospectus, after deducting underwriting discounts, commissions and estimated offering expenses payable by us, and the use of the net proceeds of this offering as described in “Use of Proceeds,” as if each of the foregoing had occurred on March 31, 2026. Our management team will retain broad discretion to allocate the net proceeds of this offering.

The information set forth in the table below is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at the time of the pricing of this offering.

You should read this table together with the information included elsewhere in this prospectus, including “Prospectus Summary—Summary Consolidated Financial and Operating Information,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

	As of March 31, 2026
(in thousands)	Actual			Pro forma		Pro forma as adjusted
Cash, cash equivalents and restricted cash		$	313,191		$		$
Debt:
Revolving Credit Facility(1)			734,000
ABS Notes			4,338,000
Total debt			5,072,000
Member’s / stockholders' equity (deficit):
Member’s interest – 484,000 common units authorized, issued and outstanding (actual); no shares issued and outstanding (pro forma and pro forma as adjusted)			1,094,620
Common stock – $0.01 par value; no shares authorized, issued and outstanding (actual); shares authorized, shares issued and outstanding (pro forma); shares authorized, shares issued and outstanding (pro forma as adjusted)			—
Preferred stock – $0.01 par value; no shares authorized, issued and outstanding (actual); shares authorized, shares issued and outstanding (pro forma); shares authorized, shares issued and outstanding (pro forma as adjusted)			—
Additional paid-in capital			—
Accumulated deficit			(1,291,594)
Accumulated other comprehensive (loss) income			(7,035)
Total member’s / stockholders’ deficit			(204,009)
Total capitalization		$	4,867,991		$		$

(1)

As of March 31, 2026, the Revolving Credit Facility had commitments of $800.0 million. For additional information regarding the Revolving Credit Facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt.”

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DILUTION

Purchasers of the common stock in this offering will experience immediate and substantial dilution to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value (deficit) per share of our common stock after this offering.

Our pro forma net tangible book value (deficit) as of March 31, 2026 was $ , or $ per share of our common stock. Pro forma net tangible book value (deficit) per share represents the amount of our total tangible assets (total assets less goodwill, certain intangible assets and deferred offering costs) less total liabilities divided by the number of shares of common stock issued and outstanding as of March 31, 2026, after giving effect to our conversion to a corporation and the filing and effectiveness of our amended and restated certificate of incorporation, which will be in effect immediately prior to the completion of this offering.

Our pro forma as adjusted net tangible book value (deficit) as of March 31, 2026 was $ , or $ per share of our common stock. Pro forma as adjusted net tangible book value (deficit) per share represents our pro forma net tangible book value (deficit) after giving effect to the sale of shares of common stock by us in this offering at the assumed initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus) and the application of the net proceeds from this offering.

The following table illustrates the dilution per share of our common stock, assuming the underwriters do not exercise their option to purchase additional shares of our common stock:

Assumed initial public offering price per share

Pro forma net tangible book value (deficit) per share as of March 31, 2026

Increase in pro forma net tangible book value (deficit) per share attributable to new investors purchasing shares in this offering

Pro forma as adjusted net tangible book value (deficit) per share after this
offering

Dilution in pro forma as adjusted net tangible book value per share to new investors purchasing shares in this offering

Dilution in pro forma as adjusted net tangible book value per share to new investors purchasing shares in this offering is determined by subtracting pro forma as adjusted net tangible book value (deficit) per share after this offering from the initial public offering price per share of common stock.

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share of common stock, the midpoint of the range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value (deficit) per share after this offering by $ per share and increase (decrease) the dilution to new investors by $ per share, in each case assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions. Similarly, each increase or decrease of 1,000,000 shares in the number of shares of common stock offered by us would increase (decrease) our pro forma as adjusted net tangible book value by approximately $ per share and decrease (increase) the dilution to new investors by approximately $ per share, in each case assuming the assumed initial public offering price of $ per share of common stock remains the same, and after deducting estimated underwriting discounts and commissions.

To the extent the underwriters’ option to purchase additional shares is exercised, there will be further dilution to new investors. If the underwriters exercise their option to purchase additional shares of common stock in full, the pro forma as adjusted net tangible book value (deficit) per share would be $ per share, and the dilution per share to new investors purchasing shares in this offering would be $ per share.

The following table summarizes, as of March 31, 2026, on a pro forma as adjusted basis as described above, the total number of shares of common stock owned by existing stockholders and to be owned by new investors, the total consideration paid, and the average price per share paid by our existing stockholders and to be paid

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by new investors in this offering at the assumed initial public offering price of $ per share, calculated before deduction of estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased			Total Consideration				Average Price per Share
	Number	Percent		Amount		Percent		Average Price per Share
Existing stockholders			%		$		%		$
Investors in this offering			%				%
Total			100%				100%

A $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by new investors by $ , $ and $ per share, respectively.

If the underwriters were to fully exercise their option to purchase additional shares of our common stock, the percentage of common stock held by existing investors would be %, and the percentage of shares of common stock held by new investors would be %.

The foregoing tables and calculations, except as otherwise indicated:

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give effect to the Stock Split;

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assume an initial public offering price of $ per share of common stock, the midpoint of the range set forth on the cover page of this prospectus;

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assume no exercise of the underwriters’ option to purchase additional shares of common stock in this offering; and

•

do not reflect shares of our common stock reserved for future grant under the Omnibus Incentive Plan, including up to unvested shares of common stock or RSUs that we expect to grant to certain of our employees, including our executive officers, on or about the date of this prospectus (assuming an initial public offering price at the midpoint of the estimated price range set forth on the cover page of this prospectus), other than shares of vested common stock that we expect to grant to our employees, including executive officers, on or about the date of this prospectus (assuming an initial public offering price at the midpoint of the estimated price range set forth on the cover page of this prospectus). Each $1.00 increase (decrease) in the initial public offering price would decrease (increase) the number of unvested common stock or RSUs and vested common stock that we expect to grant to our employees by and , respectively. See “Executive Compensation—Equity Compensation Plans—2026 Omnibus Incentive Plan” and “Executive Compensation—Executive Compensation Tables—Outstanding Equity Awards.”

We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders. To the extent that any outstanding options or warrants to purchase our common stock are exercised, RSUs vest or new awards are granted under our equity compensation plans, there will be further dilution to investors participating in this offering.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risk, assumptions and uncertainties, such as statements of our plans, objectives, expectations, intentions and forecasts. Our actual results and the timing of selected events could differ materially from those discussed in these forward-looking statements as a result of several factors, including those set forth under the section of this prospectus titled “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section of this prospectus titled “Cautionary Note Regarding Forward-Looking Statements.”

Overview of Our Business

We are a leading North American enterprise digital infrastructure platform providing carrier-neutral colocation and interconnection services that support the applications powering the modern economy. We deliver mission-critical infrastructure to a diversified customer base of more than 1,700 enterprise, network, cloud, and technology customers. Our facilities support long-duration, availability-sensitive workloads with high barriers to exit, underpinned by strong customer retention, recurring revenue, and requirements for exceptional reliability, security, and connectivity.

As of March 31, 2026, our platform is comprised of 64 sites across 21 major metropolitan markets, delivering approximately 389 MW of Sellable Power Capacity and more than 36,600 interconnection products.

Key Business Metrics

The following table presents our key business metrics (MW presented as whole numbers):

	As of and for the years ended December 31,									As of and for the three months ended March 31,
	2025			2024			2023			2026			2025
Contracted Power Capacity (MW) (period end)			376			263			48			392			279
Sellable Power Capacity (MW) (period end)			389			297			61			389			326
Contracted Power Sold (%) (period end)			97%			88%			78%			101%			86%
Net Revenue Churn (%)			7.9%			3.5%			11.8%			1.8%			1.9%
Bookings (in thousands)		$	205,279		$	141,821		$	45,279		$	64,216		$	43,757

Contracted Power Capacity

Contracted Power Capacity represents the aggregate amount of Sellable Power Capacity, measured in MW, that is subject to executed customer contracts as of the end of the applicable period. Contracted Power

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Capacity includes both revenue-generating capacity and capacity that has been contracted but is not yet in service. The period between contract execution and the commencement of billing varies based on customer requirements and can range from one to 12 months, primarily depending on the combination of deployment size and level of customer-specific design requirements.

We use Contracted Power Capacity as a measure of customer demand and revenue visibility.

Q1 2026 compared to Q1 2025. Contracted Power Capacity increased by 113 MW, or 41%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase was driven by positive quarter-over-quarter growth in sales due to organic growth from newly acquired and existing customers, and inorganic growth from the acquisition of additional data center locations.

FY 2025 compared to FY 2024. Contracted Power Capacity increased by 113 MW, or 43%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This increase was driven by positive year-over-year growth in sales due to organic growth from existing customers and newly acquired customers during the year.

FY 2024 compared to FY 2023. Contracted Power Capacity increased by 215 MW, or 448%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. This increase was primarily due to the growth in the scale and scope of the business following the completion of the acquisition of 42 data centers that provide retail colocation and interconnection services on January 12, 2024 (the “2024 Portfolio Acquisition”), as well as strong in-year bookings activity.

Sellable Power Capacity

Sellable Power Capacity represents the total amount of critical IT load, measured in MW, that is available for customer use across our data center facilities as of the end of the applicable period. Sellable Power Capacity includes installed capacity that can support customer equipment, whether such capacity is contracted, and excludes capacity under development or otherwise not yet available for customer deployment.

We use Sellable Power Capacity to evaluate the scale of our platform and the availability of inventory to support future customer demand.

Q1 2026 compared to Q1 2025. Sellable Power Capacity increased by 63 MW, or 19%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase was driven by 59 MW of additional capacity from acquisitions during the period and 3 MW of incremental expansion capacity added across our portfolio on a same site basis compared to the three months ended March 31, 2025.

FY 2025 compared to FY 2024. Sellable Power Capacity increased by 92 MW, or 31%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This increase was driven by 32 MW of incremental expansion capacity added across our portfolio on a same site basis compared to 2024 and 59 MW of additional capacity from acquisitions and newly opened data centers during the year.

FY 2024 compared to FY 2023. Sellable Power Capacity increased by 236 MW, or 387%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. This increase was driven by 17 MW of incremental expansion capacity added across our portfolio on a same site basis compared to 2023 and 219 MW of additional capacity added as part of the 2024 Portfolio Acquisition.

Contracted Power Sold

Contracted Power Sold represents the percentage of our Sellable Power Capacity that is Contracted Power Capacity as of the end of the applicable period. Contracted Power Sold is calculated by dividing Contracted Power Capacity by Sellable Power Capacity.

We use Contracted Power Sold to assess the efficiency with which we deploy our infrastructure and the extent to which incremental revenue growth can be achieved with limited incremental operating costs and capital expenditures.

Q1 2026 compared to Q1 2025. Contracted Power Sold increased to 101% as of March 31, 2026 compared to 86% as of March 31, 2025. This increase was driven by strong sales performance across existing customers and newly acquired customers.

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FY 2025 compared to FY 2024. Contracted Power Sold increased to 97% as of December 31, 2025 compared to 88% as of December 31, 2024. The increase in utilization was driven by strong sales performance during 2025 across existing customers and newly acquired customers during the year.

FY 2024 compared to FY 2023. Contracted Power Sold increased to 88% as of December 31, 2024 compared to 78% as of December 31, 2023. This increase was primarily due to growth in MW sold during the year, along with a positive impact from the 2024 Portfolio Acquisition.

Net Revenue Churn

Net Revenue Churn represents the percentage of net recurring revenue lost during the applicable period. Net recurring revenue lost is defined as the sum of (i) customer terminations, (ii) partial disconnects at renewal, and (iii) net reductions in contracted services from existing customers, which is the total reductions in service from all existing customers subtracted from total expansions in services from all existing customers, floored at zero. Net Revenue Churn is calculated by dividing net recurring revenue lost during the period by recurring revenue at the beginning of the period. Net Revenue Churn excludes any impact from completed or planned divestments or site closures.

We use Net Revenue Churn to assess customer retention, the durability of our revenue base, and the effectiveness of our customer engagement and renewal strategies.

Q1 2026 compared to Q1 2025. Net Revenue Churn decreased to 1.8% for the three months ended March 31, 2026 compared to 1.9% for the three months ended March 31, 2025. The decrease in Net Revenue Churn was driven by stronger expansion activity on a higher starting revenue base.

FY 2025 compared to FY 2024. Net Revenue Churn increased to 7.9% for the year ended December 31, 2025 compared to 3.5% for the year ended December 31, 2024. The increase in Net Revenue Churn was driven by higher year-over-year customer churn, partially offset by higher starting net recurring revenue at the beginning of the year compared to 2024. During both 2025 and 2024, expansion activity from customers exceeded reductions in contracted services for the year and therefore did not contribute to churn.

FY 2024 compared to FY 2023. Net Revenue Churn decreased to 3.5% for the year ended December 31, 2024 compared to 11.8% for the year ended December 31, 2023. The decline in Net Revenue Churn was driven by the increase in recurring revenue as a result of the 2024 Portfolio Acquisition, partially offset by higher year over year customer churn. During both 2024 and 2023, expansion activity from customers exceeded reductions in contracted services for the year and therefore did not contribute to churn.

Bookings

Bookings represent the amount of signed agreements during the applicable period. They are reported on an annualized recurring revenue basis and are the sum of (i) recurring revenue from new customers and (ii) increases in recurring revenue from existing customers who expanded their portfolio of contracted services. Bookings do not include non-recurring revenues or usage-based charges. Annualized recurring revenue represents monthly recurring revenue from closed sales during the applicable period, multiplied by 12.

We use Bookings to assess demand trends across our portfolio, evaluate commercial performance and execution, forecast future revenue and guide resource allocation decisions.

Q1 2026 compared to Q1 2025. Bookings increased by $20.5 million, or 47%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase reflected broad-based strength across indirect and direct sales channels, increasing demand for newly acquired and existing customers and accelerating growth in bookings of one MW or greater.

FY 2025 compared to FY 2024. Bookings increased by $63.5 million, or 45%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This increase reflected broad-based strength across direct and indirect sales channels, increasing demand for colocation services from newly acquired and existing customers and accelerating growth in bookings of one MW or greater.

FY 2024 compared to FY 2023. Bookings increased by $96.5 million, or 213%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. This increase was driven by the successful

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implementation of the Company’s sales processes across its expanded data center portfolio following the 2024 Portfolio Acquisition and sales growth in bookings of one MW or greater.

The following table sets forth the monthly recurring revenue generated from bookings in each of the three month periods presented, which is used in our calculation of Bookings (in thousands):

For the three months ended
March 31, 2023	$	362
June 30, 2023		1,100
September 30, 2023		1,137
December 31, 2023		1,174
March 31, 2024		2,653
June 30, 2024		2,776
September 30, 2024		3,040
December 31, 2024		3,350
March 31, 2025		3,646
June 30, 2025		4,114
September 30, 2025		4,127
December 31, 2025		5,219
March 31, 2026		5,351

Key Components of Our Results of Operations

Revenues

We derive the majority of our revenues from recurring revenue streams, consisting of: (i) enterprise colocation services, which include fees for the licensing of cabinet space and power; (ii) interconnection services, which includes cross connects and exchange ports; and (iii) other revenues including but not limited to lease income from tenants and/or subtenants and revenue for additional services such as remote hands and eyes support, equipment installation and removal, cabling and cross-connects, hardware troubleshooting, monitoring, and other on-demand technical assistance. Our colocation and interconnection service offerings are generally billed monthly and recognized ratably on a straight line basis over the term of the contract.

Our non-recurring revenues are primarily comprised of installation services related to a customer’s initial deployment, professional services we perform, and other one-time charges such as termination fees and storage fees.

In addition to the above, we also generate metered power revenues, which are primarily comprised of usage-based cost of power charges that are billed directly to the customer, without an associated markup.

Cost of revenues, excluding depreciation and amortization

The components of our cost of revenue consist of utility costs, including electricity and other sources of power, real estate costs, including rental payments related to our leased data centers, personnel-related expenses, including data center employees’ salaries and benefits and fees paid to contractors, property taxes, as well as repairs and maintenance. A majority of our cost of revenues is fixed in nature and should not vary significantly from period to period, unless we expand our existing data centers or open or acquire new data centers. However, there are certain costs that are considered more variable in nature, including utility costs and repairs and maintenance, that are directly related to growth in our existing and new customer base.

Selling, marketing, general and administrative

Our selling, marketing, general and administrative expenses consist primarily of personnel-related expenses, including salaries and benefits for our sales and marketing, executive, finance, human resources, legal and IT

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functions and administrative personnel, internal sales commissions, and other expenses including software subscription fees, insurance premiums, third-party professional services fees, and administrative-related rent expense.

Depreciation and amortization

Depreciation and amortization expense primarily consists of depreciation and amortization on our property and equipment, inclusive of amortization of assets under finance leases, as well as amortization of intangible assets.

Transaction and other costs

Transaction and other costs are primarily comprised of costs related to the 2024 Portfolio Acquisition and the acquisition of 10 data centers in the United States and Canada that provide retail colocation services on October 1, 2025 (the “2025 Portfolio Acquisition”). These costs include closing costs, commissions and other fees, including legal and accounting fees, as well as other non-recurring integration costs.

Interest expense

Interest expense is primarily comprised of interest incurred under our debt facilities and on finance leases.

(Loss) gain on extinguishment of debt

(Loss) gain on extinguishment of debt is comprised of gains or losses, if any, that are recognized due to the repayment of debt, typically related to repurchases of debt at below par values and the write-off of the unamortized debt discounts and deferred issuance costs.

Bargain purchase gain

Bargain purchase gain is comprised of the amount by which fair value of the net assets acquired in the acquisition exceeds the fair value of the purchase consideration as a gain in earnings as of the acquisition date.

Other income (loss), net

Other income (loss), net is primarily comprised of the impact of foreign currency gains and losses.

Income tax benefit (expense)

Income tax benefit (expense) is primarily comprised of income taxes in certain federal, state, local and foreign jurisdictions in which we conduct business. Foreign jurisdictions typically have different statutory tax rates from those in the United States.

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Results of Operations

The following table sets forth our consolidated statements of operations data for the periods indicated (in thousands):

	Years Ended December 31,									Three Months Ended March 31,
	2025			2024			2023			2026			2025
Revenues		$	986,980		$	907,551		$	198,260		$	270,462		$	232,759
Costs and operating expenses:
Cost of revenues, excluding depreciation and amortization			509,249			516,500			140,058			136,454			123,525
Selling, marketing, general and administrative			87,724			102,326			40,143			25,722			22,928
Depreciation and amortization			271,916			259,575			50,423			84,498			63,733
Transaction and other costs			17,710			69,375			8,873			10,509			2,827
Total costs and operating expenses			886,599			947,776			239,497			257,183			213,013
Income (loss) from operations			100,381			(40,225)			(41,237)			13,279			19,746
Interest expense			(241,165)			(185,614)			(46,170)			(88,363)			(54,553)
(Loss) gain on extinguishment of debt			(7,114)			(14,934)			9,782			—			(5,313)
Bargain purchase gain			—			544,097			—			—			—
Other income (loss), net			9,479			10,678			(1,039)			(2,618)			(253)
(Loss) income before income taxes			(138,419)			314,002			(78,664)			(77,702)			(40,373)
Income tax benefit (expense)			18,515			144,539			(1,032)			11,749			5,458
Net (loss) income		$	(119,904)		$	458,541		$	(79,696)		$	(65,953)		$	(34,915)

Comparison of the Three Months Ended March 31, 2026 and 2025

Revenues

	Three Months Ended March 31,
(dollars in thousands)	2026			2025			$ Change			% Change
Colocation		$	203,341		$	175,245		$	28,096		16%
Interconnection			24,953			26,541			(1,588)		(6)%
Other			13,023			9,613			3,410		35%
Recurring revenues			241,317			211,399			29,918		14%
Non-recurring revenues			7,356			8,977		$	(1,621)		(18)%
Metered power revenues			21,789			12,383			9,406		76%
Total revenues		$	270,462		$	232,759		$	37,703		16%

Revenues for the three months ended March 31, 2026 increased by $37.7 million, or 16%, compared to the three months ended March 31, 2025. This growth was primarily due to a:

•

$28.1 million increase in colocation revenues, driven by organic growth from both existing and new customers, as well as inorganic growth of $16.9 million resulting from the 2025 Portfolio Acquisition;

•

$3.4 million increase in other revenues, driven by lease income from tenants resulting from the 2025 Portfolio Acquisition; and

•

$9.4 million increase in metered power revenue, primarily driven by customer contracts entered into throughout 2025 and the three months ended March 31, 2026, including agreements with metered power billing structures in addition to inorganic growth resulting from the 2025 Portfolio Acquisition.

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These increases were partially offset by a $3.2 million decrease in interconnection and non-recurring revenues. The decrease in interconnection revenues was primarily attributable to customer churn and a reduction in active month-to-month cross connects. The decline in non-recurring revenues was driven mainly by an increase in revenue reserves, associated with an increase in customer churn during the three months ended March 31, 2026, compared to the prior-year period. This decrease was partially offset by $0.9 million deferred installation revenues, which are recognized over the lease term or the estimated average customer life and $0.3 million in other non-recurring revenues.

Cost of revenues, excluding depreciation and amortization

	Three Months Ended March 31,
(dollars in thousands)	2026			2025			$ Change			% Change
Cost of revenues, excluding depreciation and amortization		$	136,454		$	123,525		$	12,929		10%
Percentage of revenue			50%			53%			N/A		N/A

Cost of revenues, excluding depreciation and amortization for the three months ended March 31, 2026 increased by $12.9 million, or 10%, compared to the three months ended March 31, 2025. This increase primarily consisted of a $3.5 million increase in property taxes, a $2.0 million increase in personnel costs, a $2.8 million increase in other costs, a $9.8 million increase in utilities costs and a $1.7 million increase in repairs and maintenance costs, partially offset by a $6.9 million decrease in real estate costs.

Cost of revenues as a percentage of revenue decreased from 53% for the three months ended March 31, 2025 to 50% for the three months ended March 31, 2026. The decrease was primarily driven by positive operating leverage from revenue growth.

Selling, marketing, general and administrative

	Three Months Ended March 31,
(dollars in thousands)	2026			2025			$ Change			% Change
Selling, marketing, general and administrative		$	25,722		$	22,928		$	2,794		12%
Percentage of revenue			10%			10%			N/A		N/A

Selling, marketing, general and administrative expenses for the three months ended March 31, 2026 increased by $2.8 million, or 12%, compared to the three months ended March 31, 2025. This increase was primarily driven by higher personnel-related costs and increased professional services expenses.

Depreciation and amortization

	Three Months Ended March 31,
(dollars in thousands)	2026			2025			$ Change			% Change
Depreciation and amortization		$	84,498		$	63,733		$	20,765		33%

Depreciation and amortization for the three months ended March 31, 2026 increased by $20.8 million, or 33%, compared to the three months ended March 31, 2025. The increase in depreciation and amortization was related to the property and equipment, as well as additional intangible assets, acquired as part of the 2025 Portfolio Acquisition.

Transaction and other costs

	Three Months Ended March 31,
(dollars in thousands)	2026			2025			$ Change			% Change
Transaction and other costs		$	10,509		$	2,827		$	7,682		272%

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Transaction and other costs for the three months ended March 31, 2026 increased by $7.7 million, or 272%, compared to the three months ended March 31, 2025. The increase in transaction and other costs was primarily due to professional service fees incurred in connection with this offering.

Interest expense

	Three Months Ended March 31,
(dollars in thousands)	2026			2025			$ Change			% Change
Interest expense		$	88,363		$	54,553		$	33,810		62%

Interest expense for the three months ended March 31, 2026 increased by $33.8 million, or 62%, compared to the three months ended March 31, 2025. The increase was due to the assumption of the 2021 ABS Notes in connection with the 2025 Portfolio Acquisition, as well as issuances of our 2024 ABS Notes in 2025.

Loss on extinguishment of debt

	Three Months Ended March 31,
(dollars in thousands)	2026			2025			$ Change			% Change
Loss on extinguishment of debt		$	—		$	(5,313)		$	5,313		(100)%

The loss on extinguishment of debt for the three months ended March 31, 2026 decreased by $5.3 million compared to the three months ended March 31, 2025. The decrease in loss on extinguishment of debt is attributable to a loss incurred during the three months ended March 31, 2025 associated with the prepayment of long-term debt in connection with issuance of 2024 ABS Notes in March of 2025, with no comparable loss incurred during the three months ended March 31, 2026.

Other loss, net

	Three Months Ended March 31,
(dollars in thousands)	2026			2025			$ Change			% Change
Other loss, net		$	(2,618)		$	(253)		$	(2,365)		935%

Other loss, net for the three months ended March 31, 2026 increased by $2.4 million, or 935%, compared to the three months ended March 31, 2025. The increase in other loss relates mainly to unrealized foreign currency losses.

Income tax benefit

	Three Months Ended March 31,
(dollars in thousands)	2026			2025			$ Change			% Change
Income tax benefit		$	11,749		$	5,458		$	6,291		115%
Effective tax rate			15%			14%			N/A		N/A

Income tax benefit for the three months ended March 31, 2026 increased by $6.3 million, or 115%, compared to the three months ended March 31, 2025. The increase in income tax benefit is primarily attributable to changes in the blended state income tax rate, as well as the recognition of additional deferred tax assets related to net operating losses.

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Comparison of the Years Ended December 31, 2025 and 2024

Revenues

	Years Ended December 31,
(dollars in thousands)	2025			2024			$ Change			% Change
Colocation		$	741,751		$	683,111		$	58,640		9%
Interconnection			105,611			108,191			(2,580)		(2)%
Other			40,600			37,303			3,297		9%
Recurring revenues			887,962			828,605			59,357		7%
Non-recurring revenues			40,709			34,896			5,813		17%
Metered power revenues			58,309			44,050			14,259		32%
Total revenues		$	986,980		$	907,551		$	79,429		9%

Revenues for the year ended December 31, 2025 increased by $79.4 million, or 9%, compared to the year ended December 31, 2024. This growth was primarily due to a:

•

$58.6 million increase in colocation revenues, driven by organic growth from both existing and new customers, as well as inorganic growth of $16.2 million resulting from the 2025 Portfolio Acquisition;

•

$9.1 million increase in non-recurring and other revenues due to installation revenue that is amortized over either the lease term or the average customer life, primarily driven by large-scale customer contracts entered into in late 2024 and throughout 2025; and

•

$14.3 million increase in metered power revenue, primarily driven by customer contracts entered into in late 2024 and throughout 2025, including agreements with metered power billing structures in addition to inorganic growth resulting from the 2025 Portfolio Acquisition.

These increases were partially offset by a $2.6 million decrease in interconnection revenues, primarily driven by the sale or transfer of seven data center sites in 2024, all of which were leased sites. From time to time the Company may seek to opportunistically sell or transfer owned or leased data center sites that are individually cash flow negative.

Cost of revenues, excluding depreciation and amortization

	Years Ended December 31,
(dollars in thousands)	2025			2024			$ Change			% Change
Cost of revenues, excluding depreciation and amortization		$	509,249		$	516,500		$	(7,251)		(1)%
Percentage of revenue			52%			57%			N/A		N/A

Cost of revenues, excluding depreciation and amortization for the year ended December 31, 2025 decreased by $7.3 million, or 1%, compared to the year ended December 31, 2024. This decrease primarily consisted of an $8.7 million decrease in real estate costs, an $8.4 million decrease in property taxes, a $0.3 million decrease in personnel costs, and a $6.6 million decrease in other costs, partially offset by a $15.9 million increase in utilities costs and a $1.0 million increase in repairs and maintenance costs.

Cost of revenues as a percentage of revenue decreased from 57% for the year ended December 31, 2024 to 52% for the year ended December 31, 2025. The decrease was primarily driven by positive operating leverage from revenue growth.

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Selling, marketing, general and administrative

	Years Ended December 31,
(dollars in thousands)	2025			2024			$ Change			% Change
Selling, marketing, general and administrative		$	87,724		$	102,326		$	(14,602)		(14)%
Percentage of revenue			9%			11%			N/A		N/A

Selling, marketing, general and administrative expenses for the year ended December 31, 2025 decreased by $14.6 million, or 14%, compared to the year ended December 31, 2024. This decrease primarily consisted of lower personnel related expenses after the Company completed the integration activities related to the 2024 Portfolio Acquisition. The decrease in selling, marketing, general and administrative expenses as a percentage of revenue is attributable to synergies realized from the integration of the acquired portfolios and the increase in revenue.

Depreciation and amortization

	Years Ended December 31,
(dollars in thousands)	2025			2024			$ Change			% Change
Depreciation and amortization		$	271,916		$	259,575		$	12,341		5%

Depreciation and amortization for the year ended December 31, 2025 increased by $12.3 million, or 5%, compared to the year ended December 31, 2024. The increase in depreciation and amortization was due to the depreciation and amortization related to the property and equipment, as well as additional intangible assets, acquired as part of the 2025 Portfolio Acquisition.

Transaction and other costs

	Years Ended December 31,
(dollars in thousands)	2025			2024			$ Change			% Change
Transaction and other costs		$	17,710		$	69,375		$	(51,665)		(74)%

Transaction and other costs for the year ended December 31, 2025 decreased by $51.7 million, or 74%, compared to the year ended December 31, 2024. The decrease in transaction and other costs was primarily due to lower acquisition-related costs incurred in connection with the 2025 Portfolio Acquisition, as well as a reduction in other non-recurring expenses related to the integration of the acquired portfolio, compared to costs incurred in connection with the 2024 Portfolio Acquisition.

Interest expense

	Years Ended December 31,
(dollars in thousands)	2025			2024			$ Change			% Change
Interest expense		$	241,165		$	185,614		$	55,551		30%

Interest expense for the year ended December 31, 2025 increased by $55.6 million, or 30%, compared to the year ended December 31, 2024. This increase was due to the assumption of the 2021 ABS Notes in connection with the 2025 Portfolio Acquisition, as well as issuances of our 2024 ABS Notes in 2025.

(Loss) gain on extinguishment of debt

	Years Ended December 31,
(dollars in thousands)	2025			2024			$ Change			% Change
(Loss) gain on extinguishment of debt		$	(7,114)		$	(14,934)		$	7,820		(52)%

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The loss on extinguishment of debt for the year ended December 31, 2025 decreased by $7.8 million, or 52%, compared to the year ended December 31, 2024. The decrease in loss on extinguishment of debt is attributable to lower repayments made under a two-year term loan facility (the “2024 Term Loan Facility”) for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Bargain purchase gain

	Years Ended December 31,
(dollars in thousands)	2025			2024			$ Change			% Change
Bargain purchase gain		$	—		$	544,097		$	(544,097)		N/A

There was no bargain purchase gain for the year ended December 31, 2025, compared to $544.1 million for the year ended December 31, 2024. The bargain purchase gain recorded during the year ended December 31, 2024 is entirely attributable to the 2024 Portfolio Acquisition, primarily relating to the negotiation process with the seller of the portfolio during its insolvency proceedings, resulting in cash consideration paid being less than the fair value of the net assets acquired.

Other income (loss), net

	Years Ended December 31,
(dollars in thousands)	2025			2024			$ Change			% Change
Other income (loss), net		$	9,479		$	10,678		$	(1,199)		(11)%

Other income (loss), net for the year ended December 31, 2025 decreased by $1.2 million, or 11%, compared to the year ended December 31, 2024. The decrease in other income relates mainly to a reduction of other income from management services provided to an affiliate of a parent of the Company, partially offset by unrealized foreign currency exchange gains.

Income tax benefit (expense)

	Years Ended December 31,
(dollars in thousands)	2025			2024			$ Change			% Change
Income tax benefit (expense)		$	18,515		$	144,539		$	(126,024)		(87)%
Effective tax rate			13%			(46)%			N/A		N/A

Income tax benefit (expense) for the year ended December 31, 2025 decreased by $126.0 million, or 87%, compared to the year ended December 31, 2024. The decrease in income tax benefit (expense) is due to the release of a valuation allowance during the year ended December 31, 2024, in connection with the 2024 Portfolio Acquisition.

Comparison of the Years Ended December 31, 2024 and 2023

Revenues

	Years Ended December 31,
(dollars in thousands)	2024			2023			$ Change			% Change
Colocation		$	683,111		$	154,294		$	528,817		343%
Interconnection			108,191			18,998			89,193		469%
Other			37,303			21,228			16,075		76%
Recurring revenues			828,605			194,520			634,085		326%
Non-recurring revenues			34,896			3,113			31,783		1,021%
Metered power revenues			44,050			627			43,423		6,926%
Total revenues		$	907,551		$	198,260		$	709,291		358%

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Revenue for the year ended December 31, 2024 increased by $709.3 million, or 358%, compared to the year ended December 31, 2023. This increase across each of the revenue streams described above was primarily due to the growth in the business following the completion of the 2024 Portfolio Acquisition, which contributed $704.3 million of total revenues for the year ended December 31, 2024.

Cost of revenues, excluding depreciation and amortization

	Years Ended December 31,
(dollars in thousands)	2024			2023			$ Change			% Change
Cost of revenues, excluding depreciation and amortization		$	516,500		$	140,058		$	376,442		269%
Percentage of revenue			57%			71%			N/A		N/A

Cost of revenue, excluding depreciation and amortization for the year ended December 31, 2024 increased by $376.4 million, or 269%, compared to the year ended December 31, 2023. This change primarily consisted of a $134.5 million increase in utilities costs, a $95.1 million increase in real estate costs, a $43.9 million increase in personnel costs, a $29.9 million increase in property taxes, and a $15.6 million increase in repairs and maintenance costs. Each of these increases was primarily due to the growth in the business following the completion of the 2024 Portfolio Acquisition.

Cost of revenues as a percentage of revenue decreased from 71% for the year ended December 31, 2023 to 57% for the year ended December 31, 2024. This decrease was primarily driven by the acquisition of new data centers as part of the 2024 Portfolio Acquisition, which included structurally higher operating margins primarily due to favorable customer pricing and lower operating costs.

Selling, marketing, general and administrative

	Years Ended December 31,
(dollars in thousands)	2024			2023			$ Change			% Change
Selling, marketing, general and administrative		$	102,326		$	40,143		$	62,183		155%
Percentage of revenue			11%			20%			N/A		N/A

Selling, marketing, general and administrative for the year ended December 31, 2024 increased by $62.2 million, or 155%, compared to the year ended December 31, 2023. This increase is primarily attributable to an increase in other costs of $57.5 million related to the 2024 Portfolio Acquisition, which generated proportionately higher revenues relative to the incremental selling, marketing, general and administrative costs required to operate the acquired facilities.

Depreciation and amortization

	Years Ended December 31,
(dollars in thousands)	2024			2023			$ Change			% Change
Depreciation and amortization		$	259,575		$	50,423		$	209,152		415%

Depreciation and amortization for the year ended December 31, 2024 increased by $209.2 million, or 415%, compared to the year ended December 31, 2023. The increase in depreciation and amortization was primarily due to the depreciation and amortization related to the property and equipment, as well as additional intangible assets acquired as part of the 2024 Portfolio Acquisition.

Transaction and other costs

	Years Ended December 31,
(dollars in thousands)	2024			2023			$ Change			% Change
Transaction and other costs		$	69,375		$	8,873		$	60,502		682%

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Transaction and other costs for the year ended December 31, 2024 increased by $60.5 million, or 682%, compared to the year ended December 31, 2023. This was primarily due to an increase in acquisition-related costs of $46.5 million incurred in connection with the 2024 Portfolio Acquisition and an increase in other non-recurring expenses of $14.0 million related to integration of the acquired portfolio.

Interest expense

	Years Ended December 31,
(dollars in thousands)	2024			2023			$ Change			% Change
Interest expense		$	185,614		$	46,170		$	139,444		302%

Interest expense for the year ended December 31, 2024 increased by $139.4 million, or 302%, compared to the year ended December 31, 2023. This was primarily due to the increase in interest expense of $134.3 million associated with $2.0 billion of additional indebtedness used to fund the 2024 Portfolio Acquisition and an increase of $40.5 million interest expense associated with the finance leases acquired as part of the 2024 Portfolio Acquisition. This increase was partially offset by a $33.7 million remeasurement gain recognized on the interest rate swap agreements.

(Loss) gain on extinguishment of debt

	Years Ended December 31,
(dollars in thousands)	2024			2023			$ Change			% Change
(Loss) gain on extinguishment of debt		$	(14,934)		$	9,782		$	(24,716)		(253)%

The loss on extinguishment of debt for the year ended December 31, 2024 was $14.9 million, compared to a gain on extinguishment of debt of $9.8 million for the year ended December 31, 2023. The loss on extinguishment of debt in 2024 was primarily due to write-off of unamortized deferred debt issuance costs on the $755.2 million prepayment on the 2024 Term Loan Facility.

Bargain purchase gain

	Years Ended December 31,
(dollars in thousands)	2024			2023			$ Change			% Change
Bargain purchase gain		$	544,097		$	—		$	544,097		N/A

Bargain purchase gain for the year ended December 31, 2024 was $544.1 million. The bargain purchase gain recorded during the year ended December 31, 2024 is entirely attributable to the 2024 Portfolio Acquisition, primarily relating to the negotiation process with the seller of the portfolio during its insolvency proceedings, resulting in cash consideration paid being less than the fair value of the net assets acquired.

Other income (loss), net

	Years Ended December 31,
(dollars in thousands)	2024			2023			$ Change			% Change
Other income (loss), net		$	10,678		$	(1,039)		$	11,717		1,128%

Other income (loss), net for the year ended December 31, 2024 was $10.7 million, compared to an other loss, net of $1.0 million the year ended December 31, 2023. The change in other income (loss), net was primarily due to an increase in miscellaneous local state tax refunds and the management services provided to an affiliate of a parent of the Company.

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Income tax benefit (expense)

	Years Ended December 31,
(dollars in thousands)	2024			2023			$ Change			% Change
Income tax benefit (expense)		$	144,539		$	(1,032)		$	145,571		N/A
Effective tax rate			(46)%			(1)%			N/A		N/A

Income tax benefit (expense) for the year ended December 31, 2024 increased by $145.6 million, compared to the year ended December 31, 2023. This was primarily due to the tax effects of the non-taxable bargain gain and valuation allowance release.

Non-GAAP Financial Measures

We prepare our financial statements in conformity with U.S. GAAP, though we believe evaluating our ongoing results of operations may be difficult if limited to reviewing only GAAP financial measures. Accordingly we use non-GAAP financial measures to supplement our evaluation of our operations. We believe that these non-GAAP financial measures, when taken collectively with our U.S. GAAP financial statements, may be helpful to investors because they allow for greater transparency into what measures we use in operating our business and measuring our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance. These non-GAAP financial measures are presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly titled non-GAAP financial measures used by other companies. Because of these limitations, our non-GAAP financial measures should not be considered in isolation or as substitutes for net (loss) income, or any other measure calculated in accordance with U.S. GAAP, as applicable, and should be considered together with our GAAP financial measures and the reconciliations to the corresponding GAAP financial measures set forth in this prospectus.

Adjusted EBITDA

We define Adjusted EBITDA as net (loss) income, excluding (i) income taxes, (ii) interest expense, (iii) depreciation and amortization, (iv) (loss) gain on extinguishment of debt, (v) bargain purchase gain, (vi) other income (loss), net, and (vii) transaction and other costs. Management uses Adjusted EBITDA as a key measure of our operating performance and to assess the results of our business excluding certain items that we believe are not indicative of our core operating results. In addition, we believe Adjusted EBITDA is frequently used by securities analysts, investors, and other interested parties in the evaluation of data centers and other real estate companies. However, because Adjusted EBITDA is calculated before recurring cash charges, including interest expense and income taxes, which represent significant recurring cash charges necessary to operate our business, and is not adjusted for capital expenditures or other recurring cash requirements of our business, it should not be considered a measure of liquidity or an indicator of our cash flows and its utility as a measure of our performance is limited. Further, Adjusted EBITDA does not reflect our cash requirements or our ability to generate cash to meet those obligations. Other companies may calculate Adjusted EBITDA differently than we do and, as a result, Adjusted EBITDA may not be comparable to other companies’ Adjusted EBITDA. Accordingly, Adjusted EBITDA should not be viewed in isolation or as a substitute for net (loss) income or any other performance measure calculated in accordance with U.S. GAAP.

Funds from Operations

Management uses FFO, which is a non-GAAP financial measure commonly used in the real estate industry. This measure is used by management to evaluate performance corresponding to the retail colocation data center industry which has similarities to other real estate type companies. FFO is calculated in accordance with the standards approved by the Board of Governors of the National Association of Real Estate Investment Trusts. FFO represents net (loss) income (calculated in accordance with GAAP), excluding, when applicable, (i) loss or gain from the disposition of real estate assets, (ii) depreciation and amortization and (iii) impairment write-downs of real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

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Management uses FFO as a supplemental performance measure because, in excluding the items identified in the calculation, it provides a performance measure that, when compared year over year, captures trends in utilization rates, pricing and operating costs. In addition, we believe FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of data centers and other real estate companies. However, because FFO excludes depreciation and amortization and does not capture the changes in the value of our data centers that result from use or market conditions or the level of capital expenditures necessary to maintain the operating performance of our data centers, all of which have real economic effect and could materially impact our financial condition and results from operations, the utility of FFO as a measure of our performance is limited. Other companies may calculate FFO differently than we do and, as a result, FFO may not be comparable to other companies’ FFO. Accordingly, FFO should not be considered in isolation or as a substitute for net (loss) income or any other performance measure calculated in accordance with U.S. GAAP.

Discussion of Non-GAAP Financial Measures

	Years Ended December 31,								Three Months Ended March 31,
(dollars in thousands)	2025			2024			2023		2026			2025
Net (loss) income		$	(119,904)		$	458,541		(79,696)		$	(65,953)		$	(34,915)
Adjusted EBITDA			390,007			288,725		18,059			108,286			86,306
FFO			152,012			718,116		(29,273)			18,545			28,818

Adjusted EBITDA increased by $22.0 million, or 25%, to $108.3 million for the three months ended March 31, 2026, compared to $86.3 million for the three months ended March 31, 2025. This increase reflected continued improvement in operating performance across our platform, driven by growth in recurring colocation and interconnection revenues and operating leverage from our cost structure.

Adjusted EBITDA increased by $101.3 million, or 35%, to $390.0 million for the year ended December 31, 2025, compared to $288.7 million for the year ended December 31, 2024. This increase reflected improved operating performance across our expanded platform following the 2024 Portfolio Acquisition, including growth in recurring colocation and interconnection revenues, and a reduction in cost of revenues as well as selling, marketing, general and administrative expenses through improved operational oversight and operating synergies.

Adjusted EBITDA increased by $270.7 million, or 1,499%, to $288.7 million for the year ended December 31, 2024, compared to $18.1 million for the year ended December 31, 2023. This increase reflects the scale of the platform following the completion of the 2024 Portfolio Acquisition on January 12, 2024, combined with strong operating execution, including increased recurring colocation and interconnection revenues, improved sales performance, and the realization of operating and financial synergies across the expanded portfolio. These improvements were partially offset by higher operating costs associated with supporting the larger platform.

FFO decreased by $10.3 million, or 36%, to $18.5 million for the three months ended March 31, 2026, compared to $28.8 million for the three months ended March 31, 2025. This decrease was primarily attributable to an increase in net loss, primarily driven by higher interest expense resulting from the assumption of the 2021 ABS Notes in connection with the 2025 Portfolio Acquisition and interest incurred on additional ABS notes issued during the latter part of 2025. These impacts were partially offset by improved operating performance driven by growth in recurring revenue.

FFO decreased by $566.1 million, or 79%, to $152.0 million for the year ended December 31, 2025, compared to $718.1 million for the year ended December 31, 2024. This decrease was primarily attributable to the absence in 2025 of the $544.1 million bargain purchase gain recognized in connection with the 2024 Portfolio Acquisition as well as increases in interest expense and transaction costs associated with acquisition-related activities which were offset by an increase in income from operations due to improved operating performance across our expanded platform following the 2024 Portfolio Acquisition, including growth in recurring colocation and interconnection revenues, and a reduction in cost of revenues as well as selling, marketing, general and administrative expenses through improved operational oversight and operating synergies.

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FFO increased by $747.4 million, or 2,553%, to $718.1 million for the year ended December 31, 2024, compared to a loss of $29.3 million for the year ended December 31, 2023. This increase was primarily attributable to the $544.1 million bargain purchase gain recognized in connection with the 2024 Portfolio Acquisition, as well as improved operating performance across the expanded platform following the acquisition, including growth in recurring revenues and the realization of financial and operational synergies, which more than offset increases in interest expense and transaction costs associated with acquisition-related activities.

The following table presents the calculation of Adjusted EBITDA for the periods presented, with a reconciliation to the most comparable GAAP metric:

	Years Ended December 31,									Three Months Ended March 31,
(dollars in thousands)	2025			2024			2023			2026			2025
Net (loss) income		$	(119,904)		$	458,541		$	(79,696)		$	(65,953)		$	(34,915)
Adjustments:
Interest expense			241,165			185,614			46,170			88,363			54,553
Income tax (benefit) expense			(18,515)			(144,539)			1,032			(11,749)			(5,458)
Depreciation and amortization			271,916			259,575			50,423			84,498			63,733
Loss (gain) on extinguishment of debt			7,114			14,934			(9,782)			—			5,313
Bargain purchase gain			—			(544,097)			—			—			—
Other (income) loss, net			(9,479)			(10,678)			1,039			2,618			253
Transaction and other costs			17,710			69,375			8,873			10,509			2,827
Adjusted EBITDA		$	390,007		$	288,725		$	18,059		$	108,286		$	86,306

The following table presents the calculation of FFO for the periods presented, with a reconciliation to the most comparable GAAP metric:

	Years Ended December 31,									Three Months Ended March 31,
(dollars in thousands)	2025			2024			2023			2026			2025
Net (loss) income		$	(119,904)		$	458,541		$	(79,696)		$	(65,953)		$	(34,915)
Adjustments:
Depreciation and amortization			271,916			259,575			50,423			84,498			63,733
FFO		$	152,012		$	718,116		$	(29,273)		$	18,545		$	28,818

Liquidity and Capital Resources

The following table presents our available liquidity as of the end of the periods:

(dollars in thousands)	As of March 31, 2026			As of December 31, 2025
Cash and cash equivalents		$	67,568		$	140,159
Restricted cash(1)			245,623			263,257
Undrawn and available committed credit facility			66,000			141,000
Undrawn and available variable funding notes			25,000			25,000
Letters of credit			(46,570)			(46,867)
Total available liquidity		$	357,621		$	522,549

(1)

Restricted cash represents cash under the control of a non-affiliated trustee appointed in conjunction with the issuance of asset-backed notes. These amounts are contractually restricted for specified purposes, such as principal and interest payments and capital expenditures, and are not available for general corporate use. The restrictions lapse upon final repayment of the related debt. For further information on restricted cash, see Note 10 to our audited consolidated financial statements included elsewhere in this prospectus.

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As of March 31, 2026, we had $357.6 million of available liquidity, which was comprised of $313.2 million of available cash and cash equivalents and restricted cash, $91.0 million of undrawn and available capacity under our corporate Revolving Credit Facility and our variable funding notes, less $46.6 million due to the issuance of any letters of credit. Our primary source of liquidity and capital resources are contractual cash flows generated from over 1,700 customers, most of whom we have long-standing relationships.

As of December 31, 2025, we had $522.5 million of available liquidity, which was comprised of $403.4 million of available cash and cash equivalents and restricted cash, $166.0 million of undrawn and available capacity under our corporate Revolving Credit Facility and our variable funding notes, less $46.9 million due to the issuance of any letters of credit. Our primary source of liquidity and capital resources are contractual cash flows generated from over 1,800 customers, most of whom we have long-standing relationships.

Our business has few non-discretionary capital requirements and generates strong cash flows from operations. Our largest normal course capital requirements are interest payments on our debt facilities and capital expenditures to maintain the operating performance of our data center assets.

We intend to use substantially all of the net proceeds from this offering to repay a portion of our outstanding indebtedness, which will reduce our historical annual interest expense by approximately $ million and will also reduce our long-term debt obligations. After giving effect to the use of proceeds from this offering, we expect to have approximately $ million of borrowing capacity under our Revolving Credit Facility and variable funding notes. As noted above, as of March 31, 2026, we had $313.2 million of cash and cash equivalents and restricted cash. During the year ended December 31, 2025, we had $172.0 million of net cash provided by operating activities. Following this offering, we expect to have opportunistic access to equity financing through which we could raise additional capital, if needed. Additionally, we believe that we will be able to refinance our long-term debt obligations prior to their maturity and could opportunistically access additional debt financing to raise additional capital, if needed. As a result of the foregoing, and our expectations with respect to future operating cash flows, we believe that our existing liquidity, future cash flows from operations and our ability to raise additional capital, if needed, will be sufficient to meet obligations due or anticipated to be due for the next twelve months and in the longer term, including interest payments on our debt, anticipated capital expenditures and cash lease payments.

As we continue to grow, we may pursue additional capital expenditures focused on, but not limited to, investments within our existing portfolio, disciplined customer acquisition, and selective support of evolving enterprise workloads. We have identified approximately $4 billion of potential expansion capital expenditure opportunities within our existing portfolio. To the extent we obtain accretive contracts to commercialize our potential expansion opportunities, we may elect to fund these growth initiatives by accessing the debt capital markets from time to time opportunistically, particularly if financing is available on attractive terms. We will continue to evaluate our operating requirements and financial resources in light of future developments.

Cash Flows

The following summary discussion of our cash flows is based on the consolidated statements of cash flows included elsewhere in this prospectus and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

Comparison of Three Months Ended March 31, 2026 to Three Months Ended March 31, 2025

The following table shows cash flows for the periods presented:

	Three Months Ended March 31,
(dollars in thousands)	2026			2025			$ Change
Net cash (used in) provided by operating activities		$	(18,312)		$	4,132		$	(22,444)
Net cash used in investing activities			(135,900)			(37,098)			(98,802)
Net cash provided by financing activities			71,447			89,148			(17,701)

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Operating activities

Net cash used in operating activities was $18.3 million for the three months ended March 31, 2026 as compared to $4.1 million net cash provided by operating activities for the three months ended March 31, 2025. The decrease was driven primarily by unfavorable changes in working capital related to the timing of customer billings, collections, and vendor payments.

Investing activities

Net cash used in investing activities was $135.9 million for the three months ended March 31, 2026 as compared to $37.1 million for the three months ended March 31, 2025. The increase in cash outflows was driven primarily by higher capital expenditures to support customer demand and growth initiatives across the platform, including investments in expansion and upgrades of existing facilities.

Financing activities

Net cash provided by financing activities was $71.4 million for the three months ended March 31, 2026 as compared to $89.1 million for the three months ended March 31, 2025. The decrease was driven primarily by lower financing activity as the Company did not access the term loan or asset-backed securities markets in the three months ended March 31, 2026. This was partially offset by $75.0 million borrowings under the revolving credit facility to support capital expenditures and operating needs.

Comparison of Year Ended December 31, 2025 to Year Ended December 31, 2024

The following table shows cash flows for the periods presented:

	Years Ended December 31,
(dollars in thousands)	2025			2024			$ Change
Net cash provided by operating activities		$	171,984		$	80,968		$	91,016
Net cash used in investing activities			(871,519)			(1,356,632)			485,113
Net cash provided by financing activities			988,370			1,371,020			(382,650)

Operating activities

Net cash provided by operating activities was $172.0 million for the year ended December 31, 2025 as compared to $81.0 million for the year ended December 31, 2024. The increase was driven primarily by increases in our income from operations as well as increases in cash inflows from collection activity. The increase was partially offset by a reduction in accounts payable.

Investing activities

Net cash used by investing activities was $871.5 million for the year ended December 31, 2025 as compared to $1,356.6 million for the year ended December 31, 2024. The reduction in cash outflows was driven primarily by a $311.5 million decrease in business acquisition-related disbursements in 2025 as well as a decrease of $378.4 million in purchases of previously leased property. The decrease was partially offset by a $56.4 million increase in capital spending to support investment across our data center portfolio as well as a $142.3 million increase in loans and deposits placed at affiliates of a parent of the Company.

Financing activities

Net cash provided by financing activities was $988.4 million for the year ended December 31, 2025 as compared to $1,371.0 million for the year ended December 31, 2024. The decrease was driven primarily by a $684.4 million increase in distributions to our member and a $505.9 million increase in debt repayments compared to the prior year. The decrease was partially offset by an additional $875.9 million in borrowings on available revolving lines of credit.

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Comparison of Year Ended December 31, 2024 to Year Ended December 31, 2023

The following table shows cash flows for the periods presented:

	Years Ended December 31,
(dollars in thousands)	2024			2023			$ Change
Net cash provided by (used in) operating activities		$	80,968		$	(56,261)		$	137,229
Net cash used in investing activities			(1,356,632)			(184,165)			(1,172,467)
Net cash provided by financing activities			1,371,020			236,291			1,134,729

Operating activities

Net cash provided by operating activities was $81.0 million for the year ended December 31, 2024 as compared to $56.3 million net cash used in operating activities for the year ended December 31, 2023. The increase was driven primarily by greater operating leverage following the completion of the 2024 Portfolio Acquisition.

Investing activities

Net cash used by investing activities was $1,356.6 million for the year ended December 31, 2024 as compared to $184.2 million for the year ended December 31, 2023. The increase in cash used for investing activities is attributed to the 2024 Portfolio Acquisition.

Financing activities

Net cash provided by financing activities was $1,371.0 million for the year ended December 31, 2024 as compared to $236.3 million for the year ended December 31, 2023. The increase in net cash provided by financing activities primarily reflects proceeds from incremental indebtedness incurred in connection with the financing of the 2024 Portfolio Acquisition.

Debt

Revolving Credit Facility

On January 12, 2024, Phoenix Data Center Acquisitions LLC, one of our wholly-owned subsidiaries, as borrower (the “Borrower”), entered into the Revolving Credit Facility with Wells Fargo Bank, National Association, as administrative agent and collateral agent, the guarantors party thereto and the lenders and issuing banks party thereto, which provided for revolving loans in an aggregate principal amount of up to $200.0 million over a three-year term. On April 17, 2024, the Revolving Credit Facility was amended to add certain definitions related to the calculation of Consolidated EBITDA. On February 28, 2025, the Revolving Credit Facility was further amended to increase the aggregate principal amount of revolving loans available under the Revolving Credit Facility to $300.0 million and to amend certain interest rate-related provisions. On December 22, 2025, the Revolving Credit Facility was further amended to extend the maturity date of the Revolving Credit Facility to December 22, 2026 and to increase the aggregate principal amount of revolving loans available under the Revolving Credit Facility to $800.0 million. The proceeds of the Revolving Credit Facility may be used for working capital and general corporate purposes (including the financing of acquisitions). The Revolving Credit Facility includes a $50.0 million letter of credit sub-facility.

Amounts borrowed under the Revolving Credit Facility bear interest at a rate equal to (i) term SOFR, subject to a 0.0% floor, plus a margin of 3.00% per annum or (ii) the alternate base rate, as defined in the Revolving Credit Facility, plus a margin of 2.00% per annum. The unused portion of the Revolving Credit Facility accrues unused commitment fees at a rate equal to (i) 0.50% per annum if 50% or less of the commitments are drawn, or (ii) 0.375% per annum if more than 50% of the commitments are drawn, and letters of credit accrue participation fees equal to 3.00% per annum on the average daily stated amount of each outstanding letter of credit, plus a fronting fee of 0.25% per annum.

The Borrower may make voluntary prepayments under the Revolving Credit Facility in whole or in part upon prior written notice without prepayment premium or penalty, other than customary “breakage” costs. The

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Borrower may be required to make mandatory prepayments of borrowings from excess cash flow depending on the periodic calculation of our loan-to-value and fixed charge coverage ratio, as described in the Revolving Credit Facility. In lieu of mandatory prepayments, we may cause one or more sponsor guarantors to provide a guarantee of such obligations.

All obligations under the Revolving Credit Facility are guaranteed, jointly and severally, by Phoenix Data Center Intermediate LLC and certain of the Borrower’s wholly-owned subsidiaries. The obligations under the Revolving Credit Facility are secured by first-priority security interests in, subject to certain exceptions, substantially all of the assets of the Borrower and each guarantor.

The Revolving Credit Agreement contains customary affirmative and negative covenants that limit, among other things, the Borrower and certain of its subsidiaries’ ability to incur, assume or guarantee certain additional indebtedness and liens, sell certain assets outside the ordinary course of business, make certain investments, pay certain dividends or make other restricted payments, enter into certain transactions with affiliates and enter into certain change of control or other fundamental transactions. As of March 31, 2026, we were in compliance with all covenants under the Credit Agreement. The Credit Agreement also provides for customary events of default.

As of March 31, 2026, there was $734.0 million of borrowings outstanding under the Revolving Credit Facility.

Asset-Backed Notes

2021 ABS Notes

On October 1, 2025, as a result of the 2025 Portfolio Acquisition, we acquired $743.0 million of asset-backed securitized notes (the “2021 ABS Notes”) issued by Compass Datacenters Issuer, LLC and Compass Datacenters Canada Issuer Limited Partnership, each a special-purpose entity and indirect wholly-owned subsidiary of Compass Datacenters LLC (together, the “2021 Co-Issuers”), pursuant to an amended and restated indenture, dated as of May 28, 2021, among the 2021 Co-Issuers, certain subsidiaries of the 2021 Co-Issuers and Wilmington Trust, National Association, as trustee (as amended, restated, supplemented or otherwise modified from time to time, the “2021 Indenture”). On December 4, 2025, we used a portion of the proceeds from an issuance of 2024 ABS Notes to prepay $220.0 million of the 2021 ABS Notes.

The 2021 ABS Notes were issued in series in 2020, 2021 and 2022 and, as of March 31, 2026, there was $523.0 million aggregate outstanding principal amount of the 2021 ABS Notes, with each outstanding series as set forth in the table below (dollars in thousands):

Series	Class	Initial Principal Amount			Note Principal Balance			Coupon Rate		Anticipated Repayment Date (“ARD”)	Maturity Date
2020-2	A-2		$	250,000.0		$	250,000.0		2.50%	October 2027	October 2050
2021-1	B		$	61,000.0		$	61,000.0		3.60%	May 2028	May 2051
2021-1	C		$	41,000.0		$	41,000.0		5.60%	May 2028	May 2051
2022-1	A-2		$	120,000.0		$	120,000.0		4.60%	April 2029	April 2052
2022-1	B		$	51,000.0		$	51,000.0		5.10%	April 2029	April 2052

In the event that a series of 2021 ABS Notes is not repaid in full on or before the applicable ARD, the interest rate on such series of 2021 ABS Notes will increase and we will be required to use excess cash flows to pay down the unpaid principal balance of such series of 2021 ABS Notes in accordance with the priority of payments set forth in the 2021 Indenture.

We may prepay the notes of any series of the 2021 ABS Notes in whole or in part upon prior written notice at a prepayment premium applicable to such series if such series is in its applicable prepayment period, plus all accrued and unpaid interest on the principal amount of the notes being prepaid through the date of such prepayment.

The 2021 ABS Notes are secured obligations of the 2021 Co-Issuers and are fully and unconditionally, jointly and severally, guaranteed by certain subsidiaries of the 2021 Co-Issuers. The 2021 ABS Notes and related guarantees are secured by first-priority security interests in a collateral pool consisting of multi-tenant

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enterprise data centers, held in both fee simple and leasehold interests, subject to certain exceptions and permitted liens. The 2021 Indenture contains covenants that, among other things, limit the 2021 Co-Issuers’ and certain of their subsidiaries’ ability to incur additional debt and create liens on certain assets. As of March 31, 2026, we were in compliance with all covenants under the 2021 Agreement. The 2021 Indenture also provides for customary events of default.

2024 ABS Notes

On October 17, 2024, Centersquare Issuer LLC and Centersquare Co-Issuer LLC, each a special-purpose entity and indirect wholly-owned subsidiary of Phoenix Data Center Acquisitions LLC (together, the “2024 Co-Issuers”), completed an asset-backed securitization transaction in which the 2024 Co-Issuers issued $885.0 million of asset-backed securitized notes (the “2024 ABS Notes”) pursuant to an indenture, dated as of October 17, 2024, among the 2024 Co-Issuers, certain subsidiaries of the 2024 Co-Issuers and Wilmington Trust, National Association, as trustee (as amended, restated, supplemented or otherwise modified from time to time, the “2024 Indenture”). On March 20, 2025, the 2024 Co-Issuers issued an additional $940.0 million aggregate principal amount of our 2024 ABS Notes. On August 21, 2025, the 2024 Co-Issuers issued an additional $815.0 million aggregate principal amount of our 2024 ABS Notes. On December 4, 2025, the 2024 Co-Issuers issued an additional $1,100.0 million aggregate principal amount of our 2024 ABS Notes.

The 2024 ABS Notes were issued in series in 2024 and 2025 and, as of March 31, 2026, there was $3,815.0 million aggregate outstanding principal amount of the 2024 ABS Notes, with each outstanding fixed-rate series as set forth in the table below (dollars in thousands):

Series	Class	Initial Principal Amount			Note Principal Balance			Coupon Rate		ARD	Maturity Date
2024-1	A-2		$	400,000.0		$	400,000.0		5.20%	October 2029	October 2054
2024-1	B		$	85,000.0		$	85,000.0		5.60%	October 2029	October 2054
2024-2	A-2		$	400,000.0		$	400,000.0		5.40%	October 2031	October 2054
2025-1	A-2		$	445,000.0		$	445,000.0		5.50%	March 2030	March 2055
2025-2	A-2		$	440,000.0		$	440,000.0		5.70%	March 2032	March 2055
2025-1	B		$	55,000.0		$	55,000.0		5.90%	March 2030	March 2055
2025-3	A-2		$	395,000.0		$	395,000.0		5.00%	August 2030	August 2055
2025-4	A-2		$	390,000.0		$	390,000.0		5.20%	August 2032	August 2055
2025-3	B		$	30,000.0		$	30,000.0		5.40%	August 2030	August 2055
2025-5	A-2		$	150,000.0		$	150,000.0		5.30%	December 2029	December 2055
2025-6	A-2		$	335,000.0		$	335,000.0		5.30%	December 2030	<

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