APLD raises Series G preferred Floor Price to $34

Rhea-AI Filing Summary

Applied Digital Corporation amended the Certificate of Designations for its Series G Convertible Preferred Stock. Effective October 14, 2025, the Company increased the Floor Price used to set the minimum conversion price to $34.00 from $22.00. The Floor Price is the lowest level at which the preferred shares may convert, and it may not be reduced unless the Company decides to do so at its discretion.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

October 14, 2025

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 14, 2025, Applied Digital Corporation (the “Company”) filed an amendment (the “Certificate of Designations Amendment”) to the Certificate of the Designations, Powers, Preferences and Rights of Series G Convertible Preferred Stock, originally filed with the Secretary of State of the State of Nevada on April 30, 2025, as amended on August 14, 2025, September 11, 2025 and September 25, 2025 (as amended, the “Certificate of Designations”).

The Certificate of Designations Amendment amends the Certificate of Designations to increase the Floor Price (as set forth in Section 1.5(c)(i) of the Certificate of Designations) to $34.00 from $22.00. The Floor Price sets the minimum floor for the conversion price of the Series G Convertible Preferred Stock, which price may not be reduced unless the Company determines to do so in its discretion.

The foregoing description of the Certificate of Designations Amendment is qualified in its entirety by reference to the full text of the Certificate of Designations Amendment, which is attached hereto as Exhibit 3.1 and is incorporated in its entirety by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to Certificate of the Designations, Powers, Preferences and Rights of Series G Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on October 14, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: October 17, 2025	By:	/s/ Saidal L. Mohmand
	Name:	Saidal L. Mohmand
	Title:	Chief Financial Officer

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FAQ

What did APLD change in this 8-K?

Applied Digital amended the Series G Convertible Preferred Stock terms to raise the Floor Price that sets the minimum conversion price.

What is the new Floor Price for APLD’s Series G preferred?

The Floor Price increased to $34.00 from $22.00.

When did the amendment take effect for APLD?

The amendment was filed and effective on October 14, 2025.

What does the Floor Price mean in this context?

It is the minimum level for the conversion price of the Series G preferred shares.

Can APLD change the Floor Price again?

Yes. The price may not be reduced unless the Company determines to do so in its discretion.

Where can I find the detailed amendment text?

See Exhibit 3.1, which contains the full text of the Certificate of Designations Amendment.