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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March
10, 2026
(Date
of earliest event reported)
APPLIED
DIGITAL CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-31968 |
|
95-4863690 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 3811
Turtle Creek Blvd., Suite 2100, Dallas, TX |
|
75219 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
214-427-1704
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| |
☐ |
Emerging
growth company |
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 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
APLD |
|
Nasdaq
Global Select Market |
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported on February
9, 2026, in a Current Report on Form 8-K of Applied Digital Corporation, a Nevada corporation (the “Company”),
the Company entered into that certain Performance Stock Unit Award Agreement with Jason Zhang, its President, on February
6, 2026 (the “Original Agreement”). This Form 8-K is being filed to correct a scrivener’s error in the method
of calculating achievement of the Hurdles (as defined in the Original Agreement). On March 10, 2026, the Company entered into an
Amended and Restated Performance Stock Unit Award Agreement (the “Amended and Restated Award Agreement”) with Mr. Zhang,
amending and restating in its entirety the Original Agreement, to correct the scrivener’s error in the method of calculating
achievement of the Hurdles, to align with the method that was approved by the Company’s Board of Directors based upon the recommendation
of the Board’s Compensation Committee.
As
drafted, the Original Agreement only counted data center contracts entered into on
or after the Award Date with investment-grade hyperscalers toward achievement of the Hurdles.
This had the inadvertent effect of eliminating the Company’s existing Polaris Forge 1 data centers from the
measurement. Additionally, data centers contracted with investment-grade
hyperscalers are required only for purposes of determining achievement of the First Hurdle and the Third Hurdle (each as defined in
the Original Agreement), while data center contracts with any hyperscaler
(investment-grade or otherwise) may be counted toward the larger, cumulative Second
Hurdle and the Fourth Hurdle (each as defined in the Original Agreement). Conforming changes
were made to the treatment of the PSUs upon a Change in Control (as defined in the Company’s 2024 Omnibus Equity Incentive
Plan) so that the applicable types of data center contracts count toward achievement of the applicable Hurdles in a Change in
Control.
The Amended and Restated Award
Agreement supersedes the Original Agreement in its entirety. All other material terms of the PSU award (previously described in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2026), including the
number of PSUs granted, the performance hurdles, the forfeiture date, transfer restrictions, and termination provisions, remain unchanged.
The foregoing descriptions of the Original Agreement and the Amended and
Restated Award Agreement do not purport to be complete and are qualified in their entirety by the full text of the Original Agreement
and the Amended and Restated Award Agreement, copies of which are filed as Exhibit 10.1 to the Company’ Current Report on Form 8-K
filed with the SEC on February 9, 2026 and Exhibit 10.1 to this Current Report on Form 8-K/A, respectively, and are incorporated by reference
herein.
Forward-Looking
Statements
This Current Report on Form 8-K/A
and other reports filed by the Company from time to time with the SEC contains “forward-looking statements” as defined in
the Private Securities Litigation Reform Act of 1995 regarding, among other things, future operating and financial performance, product
development, market position, business strategy and objectives and future financing plans. These statements use words, and variations
of words, such as “will,” “continue,” “build,” “future,” “increase,” “drive,”
“believe,” “look,” “ahead,” “confident,” “deliver,” “outlook,”
“expect,” “project” and “predict.” Other examples of forward-looking statements may include, but
are not limited to, (i) statements that reflect perspectives and expectations regarding lease agreements and any current or prospective
data center campus development, (ii) statements about the high-performance computing (HPC) industry, (iii) statements of Company plans
and objectives, including the Company’s evolving business model, or estimates or predictions of actions by suppliers, (iv) statements
of future economic performance, (v) statements of assumptions underlying other statements and statements about the Company or its business
and (vi) the Company’s plans to obtain future project financing. You are cautioned not to rely on these forward-looking statements.
These statements are based on current expectations of future events and thus are inherently subject to uncertainty. If underlying assumptions
prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s
expectations and projections. These risks, uncertainties, and other factors include, among others: our ability to complete construction
of our data center campuses as planned; the lead time of customer acquisition and leasing decisions and related internal approval processes;
changes to artificial intelligence and high performance compute infrastructure needs and their impact on future plans; costs related
to the HPC operations and strategy; our ability to timely deliver any services required in connection with completion of installation
under the lease agreements; our ability to raise additional capital to fund the ongoing datacenter construction and operations; our ability
to obtain financing of datacenter leases on acceptable financing terms, or at all; our dependence on principal customers, including our
ability to execute and perform our obligations under our leases with key customers, including without limitation, the datacenter leases
with CoreWeave and at our Polaris Forge 2 campus, at future data centers and with future tenants; our ability to timely and successfully
build new hosting facilities with the appropriate contractual margins and efficiencies; our ability
to obtain adequate power for our data centers and on acceptable terms; power or other supply disruptions and equipment failures;
the inability to comply with regulations, developments and changes in regulations; cash flow and access to capital; availability of financing
to continue to grow our business; decline in demand for our products and services; maintenance of third party relationships; and conditions
in the debt and equity capital markets. A further list and description of these risks, uncertainties and other factors can be found in
the Company’s most recently filed Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, including in the sections captioned
“Forward-Looking Statements” and “Risk Factors,” and in the Company’s subsequent filings with the Securities
and Exchange Commission. Copies of these filings are available online at www.sec.gov,
on the Company’s website (www.applieddigital.com) under “Investors,”
or on request from the Company. Information in this Current Report on Form 8-K/A is as of the dates and time periods indicated herein,
and the Company does not undertake to update any of the information contained in these materials, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Amended and Restated Performance Stock Unit Award, by and between Applied Digital Corporation and Jason Zhang. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| Dated:
March 13, 2026 |
By: |
/s/
Saidal L. Mohmand |
| |
Name: |
Saidal
L. Mohmand |
| |
Title: |
Chief
Financial Officer |
