Applied Digital (NASDAQ: APLD) lifts Series G preferred floor price

Rhea-AI Filing Summary

Applied Digital Corporation amended the terms of its Series G Convertible Preferred Stock by filing a Certificate of Designations Amendment on September 25, 2025. The amendment increases the "Floor Price" used to set the minimum conversion price for the Series G preferred shares to $22.00, up from $12.50. This Floor Price establishes the lowest price at which the preferred stock can convert into common stock, and that price cannot be reduced unless the company decides to do so in its discretion.

Insights

Capital structure and securities analyst

Applied Digital raised the minimum conversion price on its Series G preferred shares.

Applied Digital Corporation has modified the terms of its Series G Convertible Preferred Stock by increasing the Floor Price for conversion from $12.50 to $22.00. The Floor Price is the minimum level used to calculate how many common shares Series G holders receive upon conversion.

This change affects the potential conversion economics for existing Series G investors and the potential share issuance if conversions occur. A higher Floor Price generally means fewer common shares would be issued at low market prices compared with the prior structure, based on the formula in the Certificate of Designations.

The company also notes that the Floor Price cannot be reduced unless it affirmatively chooses to do so, so future decisions by the board or management would determine whether any later adjustments are made. Further details are contained in the full amendment text referenced as Exhibit 3.1.

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.

Understanding 8-K Material Events →

false --05-31 0001144879 0001144879 2025-09-25 2025-09-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

September 25, 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 September 25, 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 and September 11, 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 $22.00 from $12.50. 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, a form of 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 September 25, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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: September 26, 2025	By:	/s/ Saidal L. Mohmand
	Name:	Saidal L. Mohmand
	Title:	Chief Financial Officer

3

FAQ

What did Applied Digital (APLD) change in this 8-K filing?

Applied Digital Corporation filed an amendment to the Certificate of Designations for its Series G Convertible Preferred Stock, increasing the Floor Price that sets the minimum conversion price for those preferred shares.

What is the new Floor Price for Applied Digitals Series G Convertible Preferred Stock?

The Floor Price for the Series G Convertible Preferred Stock was increased to $22.00 from $12.50, setting a higher minimum price used to determine the conversion price into common stock.

How does the Floor Price affect Applied Digitals Series G preferred conversion?

The Floor Price sets the minimum level for the conversion price of the Series G Convertible Preferred Stock, influencing how many common shares are issued upon conversion. At the higher Floor Price, fewer common shares would be issued at low market prices than under the previous $12.50 floor, based on the existing formula.

Can Applied Digital change the new $22.00 Floor Price in the future?

Yes. The amendment states that the Floor Price of $22.00 may not be reduced unless Applied Digital determines to do so in its discretion, giving the company the ability, but not the obligation, to adjust it later.

Where can investors find the full legal terms of the Series G amendment for APLD?

The full text of the Certificate of Designations Amendment for the Series G Convertible Preferred Stock is provided as Exhibit 3.1 to the report and is incorporated by reference.

Does this 8-K include any financial results for Applied Digital (APLD)?

No. This report focuses on an amendment to the terms of the Series G Convertible Preferred Stock and does not present financial results or earnings data.