Applied Digital Corp. (APLD) CEO receives 1.5M RSUs and 4.5M PSUs

Rhea-AI Filing Summary

Applied Digital Corp. reported new equity awards for CEO and Chairman Wes Cummins. On January 6, 2026, he received 1,500,000 restricted stock units that convert into common stock on a one-for-one basis at a price of $0. These RSUs vest with 300,000 units on January 6, 2027, and the remaining units in 150,000-unit installments every six months so that all RSUs vest by the fifth anniversary of the grant, subject to continued full-time employment or certain acceleration conditions.

Cummins also received 4,500,000 performance stock units at $0, vesting in three equal tranches over five years. Each tranche requires the company’s average closing stock price to reach $50, $75, and $100, respectively, over a 90 consecutive day period, along with continued employment or specified post-termination conditions. Following these grants, he beneficially owns 4,341,329 common shares directly (including shares and prior RSUs described in the footnotes) and additional indirect holdings of 17,590,238 and 722,483 common shares through Cummins Family Ltd. and 272 Capital, LP.

Insights

Executive compensation and governance analyst

Large zero-cost equity grants tie CEO pay to multi-year stock performance.

The filing shows Wes Cummins, CEO and Chairman of Applied Digital Corp., receiving substantial equity incentives instead of cash. He was granted 1,500,000 restricted stock units at $0, which vest over five years with a one-year cliff and semiannual installments. This structure encourages tenure and continuity in leadership because unvested units depend on his continued full-time employment in a board‑approved role or specified acceleration conditions.

The 4,500,000 performance stock units add a strong market-based component. These PSUs vest in three equal tranches only if the company’s average closing stock price reaches hurdles of $50, $75, and $100 over a 90‑day period, alongside employment-related conditions noted in a Form 8‑K dated January 8, 2026. This directly links a large portion of potential compensation to sustained stock price levels over a multi‑year period, but actual realized value will depend on achieving those price hurdles and maintaining employment status.

After these awards, Cummins reports 4,341,329 common shares beneficially owned directly, plus large indirect holdings of 17,590,238 and 722,483 shares through entities named Cummins Family Ltd. and 272 Capital, LP. These figures underscore a significant equity stake aligned with shareholders, while also implying potential future dilution if RSUs and PSUs fully vest. The overall impact on investors hinges on the company’s long‑term performance and whether the demanding price hurdles are ultimately met.

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^*

Cummins Wes

(Last) (First) (Middle)

3811 TURTLE CREEK BOULEVARD

SUITE 2100

(Street)

DALLAS TX 75219

(City) (State) (Zip)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO; Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

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

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

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

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	01/06/2026		A		1,500,000(1)	A	$0	4,341,329(2)	D
Common Stock								17,590,238	I	See Footnote.(3)
Common Stock								722,483	I	See Footnote(4)

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
Performance Stock Units	(5)	01/06/2026		A		4,500,000		(5)	(5)	Common Stock	4,500,000	$0	4,500,000	D

Explanation of Responses:

1. Restricted stock units ("RSUs") granted on January 6, 2026 (the "Grant Date") represent a contingent right to receive shares of common stock of Applied Digital Corporation (the "Company") on a one-for-one basis, have no expiration date, and vest as follows: 300,000 RSUs on January 6, 2027 (the "Cliff Date"), with the remainder vesting in equal installments of 150,000 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.

2. Includes 742,166 shares held in the Reporting Person's IRA. Also includes (i) 600,000 RSUs granted on April 4, 2023, which represent a contingent right to receive shares of common stock of the Company on a one-for-one basis and have no expiration, of which 500,000 RSUs have vested and 100,000 RSUs will vest on April 4, 2026, and (ii) 600,000 RSUs granted on October 10, 2024, which represent a contingent right to receive shares of common stock of the Company on a one-for-one basis and have no expiration date, of which 200,000 RSUs have vested and 100,000 RSUs will vest on each of April 10, 2026, October 10, 2026, April 10, 2027 and October 10, 2027; in each case, 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 such date or accelerated vesting upon certain conditions.

3. Shares are held by Cummins Family Ltd., of which the Reporting Person is the CEO.

4. Shares are held by 272 Capital, LP, of which the Reporting Person was the President and CEO.

5. Performance stock units ("PSUs") granted on January 6, 2026 represent a contingent right to receive shares of common stock of the Company on a one-for-one basis and vest in three equal tranches over a period of five years, with each tranche subject to a performance-based vesting condition that requires achievement of an average closing stock price hurdle (equal to $50, $75 and $100, respectively), as measured over a 90 consecutive calendar day period, as described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2026, 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 or within twelve months following certain terminations of employment.

Remarks:

	/s/ Mark Chavez as Attorney-in-Fact	01/08/2026
	** 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.

FAQ

What insider transaction did APLD disclose for Wes Cummins on January 6, 2026?

The company reported that CEO and Chairman Wes Cummins received equity awards on January 6, 2026, consisting of 1,500,000 restricted stock units that convert into common stock on a one-for-one basis at $0, and 4,500,000 performance stock units also at $0, rather than any open‑market stock purchase or sale.

How do Wes Cummins’s 1,500,000 RSUs from Applied Digital (APLD) vest?

The 1,500,000 RSUs granted on January 6, 2026 vest as follows: 300,000 RSUs vest on January 6, 2027, and the remaining units vest in 150,000‑unit installments every six months. All RSUs will be fully vested on the five‑year anniversary of the grant date, subject to his continued full‑time employment in a board‑approved role or certain acceleration conditions.

What performance conditions apply to the 4,500,000 PSUs granted to the APLD CEO?

The 4,500,000 performance stock units vest in three equal tranches over five years. Each tranche requires the company to achieve an average closing stock price of $50, $75, and $100, respectively, measured over a 90 consecutive calendar day period, along with continued full‑time employment or specified post‑termination conditions described in a Form 8‑K filed on January 8, 2026.

How many Applied Digital (APLD) shares does Wes Cummins beneficially own after these grants?

Following the reported transactions, Wes Cummins beneficially owns 4,341,329 common shares directly, which include shares and prior RSUs detailed in the footnotes. He also reports indirect beneficial ownership of 17,590,238 common shares through Cummins Family Ltd. and 722,483 common shares through 272 Capital, LP.

Are the new Applied Digital (APLD) RSU and PSU grants cash transactions?

No. Both the 1,500,000 RSUs and 4,500,000 PSUs granted on January 6, 2026 are equity awards reported at a price of $0 per unit. They represent rights to receive common stock if the specified time‑based and, for PSUs, performance‑based conditions are satisfied.

How are Cummins Family Ltd. and 272 Capital, LP related to Wes Cummins’s APLD holdings?

The filing states that 17,590,238 common shares are held by Cummins Family Ltd., where Wes Cummins is the CEO, and 722,483 common shares are held by 272 Capital, LP, where he was the President and CEO. These positions are reported as indirect beneficial ownership linked to his role with those entities.