Applied Digital president withholds 49K shares

Applied Digital’s president reported tax-related share withholding tied to RSU vesting, with more than 2.5 million shares held directly after the transaction.

Rhea-AI Filing Summary

Applied Digital Corp. (APLD) reported that its President, Jason Gechen Zhang, had 49,188 shares of common stock withheld on September 12, 2026 to pay tax liabilities arising from the immediate vesting of restricted stock units (RSUs); this was not an open-market sale. Following this tax-withholding disposition, he holds 2,539,227 shares directly, including RSU awards. These awards include 500,000 RSUs granted on February 6, 2026, vesting 100,000 RSUs on February 6, 2027 and 50,000 RSUs every six months thereafter until the fifth anniversary of the grant date, and the remaining portion of 500,000 RSUs granted on August 8, 2025 with tranches vesting on September 12, 2026, March 12, 2027, September 12, 2027, and March 12, 2028, in each case subject to continued full-time employment or certain acceleration conditions.

Insider Trade Summary

Tax Withholding: 49,188 shares

Tax Withholding 1 txn

Insider Zhang Jason Gechen

Role President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2, F3	49,188	$26.42	$1.30M

Holdings After Transaction: Common Stock — 2,539,227 shares (Direct)

Footnotes (3)

1. F1. Represents the withholding of shares of common stock of Applied Digital Corporation (the "Company") for tax purposes in connection with the immediate vesting of restricted stock units ("RSUs"), which does not constitute an actual sale or other open market transaction.
2. F2. Includes 500,000 RSUs granted on February 6, 2026 (the "Grant Date"), which represent a contingent right to receive shares of common stock of the Company on a one-for-one basis, have no expiration date, and vest as follows: 100,000 RSUs on February 6, 2027 (the "Cliff Date") with the remainder vesting in equal installments of 50,000 RSUs every six months after the Cliff Date, such that the RSUs will be fully vested on the five-year anniversary of the Grant Date, each such vesting subject to the Reporting Person's continued full-time employment with the Company in a role approved by the Board of Directors of the Company through the applicable vesting date or accelerated vesting upon certain conditions.
3. F3. Includes the remainder of 500,000 RSUs granted on August 8, 2025. The RSUs represent a contingent right to receive shares of common stock of the Company on a one-for-one basis and have no expiration date. 125,000 of the RSUs vested on September 12, 2026 and 125,000 of the RSUs shall vest on each of March 12, 2027, September 12, 2027 and March 12, 2028, each such vesting subject to the Reporting Person's continued full-time employment with the Company in a role approved by the Board of Directors of the Company through the applicable date or accelerated vesting upon certain conditions.

Key Figures

Shares withheld for taxes: 49,188 shares Per-share value for tax withholding: $26.42 per share Direct holdings after transaction: 2,539,227 shares +5 more

8 metrics

Shares withheld for taxes 49,188 shares Common stock withheld on September 12, 2026 to pay tax liability from RSU vesting

Per-share value for tax withholding $26.42 per share Applied to the 49,188 shares withheld for tax purposes

Direct holdings after transaction 2,539,227 shares Common shares directly held by the president following the September 12, 2026 transaction

February 6, 2026 RSU grant size 500,000 RSUs RSUs granted to the president, each representing one share of common stock

Cliff vesting on February 6, 2027 100,000 RSUs First tranche of the February 6, 2026 RSU grant vesting on the one-year Cliff Date

Subsequent semiannual vesting tranches 50,000 RSUs each Semiannual vesting of the February 6, 2026 RSU grant after the Cliff Date until fully vested after five years

August 8, 2025 RSU grant size 500,000 RSUs RSUs with remaining tranches vesting through March 12, 2028, subject to employment conditions

Individual vesting tranches from August 8, 2025 RSUs 125,000 RSUs per tranche Vesting on September 12, 2026, March 12, 2027, September 12, 2027 and March 12, 2028

Key Terms

restricted stock units, Grant Date, Cliff Date, withholding of shares, +1 more

5 terms

restricted stock units financial

"immediate vesting of restricted stock units ("RSUs"), which does not constitute"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Grant Date financial

"Includes 500,000 RSUs granted on February 6, 2026 (the "Grant Date"), which"

The grant date is the day a company formally gives an employee or contractor the right to receive stock-based compensation, such as stock options or restricted shares. It matters to investors because it fixes key terms—like the price, the start of the ownership clock, and when the award will affect the company’s financial statements and share count—so it can influence dilution, reported expenses, and potential future selling pressure.

Cliff Date financial

"vest as follows: 100,000 RSUs on February 6, 2027 (the "Cliff Date") with"

withholding of shares financial

"Represents the withholding of shares of common stock of Applied Digital"

contingent right to receive shares financial

"RSUs granted on February 6, 2026 ... represent a contingent right to receive shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did APLD’s president report on September 12, 2026?

He reported 49,188 shares of Applied Digital common stock withheld to cover tax liabilities upon RSU vesting. The filing states this withholding does not constitute an actual sale or other open market transaction.

Was the APLD Form 4 transaction an open-market sale of shares?

No. The Form 4 states the 49,188 shares were withheld for tax purposes in connection with RSU vesting and that this does not constitute an actual sale or other open market transaction.

How many APLD shares does the president hold after this reported transaction?

After the tax-withholding disposition, the president directly holds 2,539,227 shares of Applied Digital common stock, including shares underlying RSU awards described in the filing.

What are the key terms of the 500,000 RSUs granted to APLD’s president on February 6, 2026?

The 500,000 RSUs granted February 6, 2026 vest as 100,000 RSUs on February 6, 2027 and 50,000 RSUs every six months thereafter, becoming fully vested on the five-year anniversary of the grant date, subject to continued full-time employment or certain acceleration conditions.

How do the August 8, 2025 RSUs for APLD’s president vest?

The filing refers to the remainder of 500,000 RSUs granted August 8, 2025. 125,000 RSUs vested on September 12, 2026, and 125,000 RSUs will vest on each of March 12, 2027, September 12, 2027, and March 12, 2028, subject to continued full-time employment or certain acceleration conditions.

What price per share is associated with the tax-withholding transaction in APLD’s Form 4?

The tax-withholding disposition of 49,188 shares is reported at a value of $26.42 per share. This value is used for the payment of tax liability in connection with RSU vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 04:56 PM Accepted by SEC EDGAR 09/14/2026 - 04:49 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zhang Jason Gechen

(Last) (First) (Middle)

3811 TURTLE CREEK BOULEVARD

SUITE 2100

(Street)

DALLAS TEXAS 75219

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Applied Digital Corp. [ APLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/12/2026		F		49,188(1)	D	$26.42	2,539,227(2)(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the withholding of shares of common stock of Applied Digital Corporation (the "Company") for tax purposes in connection with the immediate vesting of restricted stock units ("RSUs"), which does not constitute an actual sale or other open market transaction.

2. Includes 500,000 RSUs granted on February 6, 2026 (the "Grant Date"), which represent a contingent right to receive shares of common stock of the Company on a one-for-one basis, have no expiration date, and vest as follows: 100,000 RSUs on February 6, 2027 (the "Cliff Date") with the remainder vesting in equal installments of 50,000 RSUs every six months after the Cliff Date, such that the RSUs will be fully vested on the five-year anniversary of the Grant Date, each such vesting subject to the Reporting Person's continued full-time employment with the Company in a role approved by the Board of Directors of the Company through the applicable vesting date or accelerated vesting upon certain conditions.

3. Includes the remainder of 500,000 RSUs granted on August 8, 2025. The RSUs represent a contingent right to receive shares of common stock of the Company on a one-for-one basis and have no expiration date. 125,000 of the RSUs vested on September 12, 2026 and 125,000 of the RSUs shall vest on each of March 12, 2027, September 12, 2027 and March 12, 2028, each such vesting subject to the Reporting Person's continued full-time employment with the Company in a role approved by the Board of Directors of the Company through the applicable date or accelerated vesting upon certain conditions.

Remarks:

	/s/ Mark Chavez as Attorney-in-Fact	09/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)