Applied Digital Corp. (APLD) chief gets 600,000-share award, 236,100 withheld

Rhea-AI Filing Summary

Applied Digital Corp. president Jason Gechen Zhang received 600,000 shares of common stock on July 31, 2026 through the vesting of performance stock units granted March 27, 2025. On the same date, 236,100 shares were withheld at $27.39 per share to cover tax obligations related to that vesting, rather than sold in the open market. He also holds unvested restricted stock units from August 8, 2025 and February 6, 2026 that each convert into common shares on a one-for-one basis and vest over several years, subject to continued full-time employment or accelerated vesting under specified conditions.

Insider Trade Summary

Net Buyer: 363,900 shares

Net Buy 2 txns

Insider Zhang Jason Gechen

Role President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2, F3	600,000	--	--
Tax Withholding	Common Stock F4, F2, F3	236,100	$27.39	$6.47M

Holdings After Transaction: Common Stock — 2,588,415 shares (Direct)

Footnotes (4)

1. F1. Shares received upon the vesting of 600,000 performance stock units ("PSUs") granted on March 27, 2025, which represented a contingent right to receive shares of common stock of Applied Digital Corporation (the "Company") on a one-for-one basis.
2. F2. Includes 500,000 restricted stock units ("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 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, have no expiration date, and vest as follows: 125,000 of the RSUs shall vest on each of September 12, 2026, 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.
4. F4. Represents the withholding of shares of common stock of the Company for tax purposes in connection with the vesting of PSUs, which does not constitute an actual sale or other open market transaction.

Key Figures

PSUs vested into common stock: 600,000 shares Shares withheld for taxes: 236,100 shares Tax withholding price: $27.3900 per share +2 more

5 metrics

PSUs vested into common stock 600,000 shares Shares received July 31, 2026 upon vesting of PSUs granted March 27, 2025

Shares withheld for taxes 236,100 shares Withheld July 31, 2026 to satisfy tax obligations on PSU vesting

Tax withholding price $27.3900 per share Price applied to the 236,100 withheld shares on July 31, 2026

RSUs granted February 6, 2026 500,000 RSUs Cliff vesting of 100,000 RSUs on February 6, 2027; 50,000 every six months thereafter until fifth anniversary

RSUs granted August 8, 2025 500,000 RSUs 125,000 RSUs vest on each of September 12, 2026; March 12, 2027; September 12, 2027; March 12, 2028

Key Terms

performance stock units, restricted stock units, Cliff Date, accelerated vesting, +1 more

5 terms

performance stock units financial

"Shares received upon the vesting of 600,000 performance stock units ("PSUs") granted"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

restricted stock units financial

"Includes 500,000 restricted stock units ("RSUs") granted on February 6, 2026"

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.

Cliff Date financial

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

accelerated vesting financial

"each such vesting subject to continued employment or accelerated vesting upon certain conditions"

withholding of shares financial

"Represents the withholding of shares of common stock of the Company for tax purposes"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/04/2026 - 04:23 PM Accepted by SEC EDGAR 08/04/2026 - 04:23 PM Learn about SEC filing dates

FAQ

What equity award did Applied Digital (APLD) president Jason Gechen Zhang receive in this Form 4?

He received 600,000 shares of common stock on July 31, 2026 through the vesting of performance stock units granted March 27, 2025. These PSUs represented a one-for-one contingent right to Applied Digital common stock that settled in shares upon vesting.

Did the Applied Digital (APLD) president sell any shares in the reported transactions?

No open-market sale occurred; instead, 236,100 shares of common stock were withheld on July 31, 2026 solely to satisfy tax obligations tied to the PSU vesting. The filing specifies this withholding does not constitute an actual sale or other market transaction.

At what price were Applied Digital (APLD) shares withheld for taxes in this filing?

The tax withholding transaction used a price of $27.3900 per share for the 236,100 shares withheld on July 31, 2026. This amount reflects the value applied in connection with the PSU vesting and is not described as an open-market sale price.

What are the terms of the February 6, 2026 RSU grant to the Applied Digital (APLD) president?

He holds 500,000 restricted stock units granted February 6, 2026. 100,000 RSUs vest on February 6, 2027, with the remaining 400,000 vesting in equal 50,000-unit installments every six months until the five-year anniversary, subject to continued full-time employment or potential accelerated vesting.

How do the August 8, 2025 RSUs for the Applied Digital (APLD) president vest?

An earlier grant of 500,000 restricted stock units from August 8, 2025 vests in four equal tranches. 125,000 RSUs vest on each of September 12, 2026, March 12, 2027, September 12, 2027, and March 12, 2028, conditioned on continued full-time employment or specified accelerations.

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)
07/31/2026

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	07/31/2026		A		600,000	A	(1)	2,824,515(2)(3)	D
Common Stock	07/31/2026		F		236,100(4)	D	$27.39	2,588,415(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. Shares received upon the vesting of 600,000 performance stock units ("PSUs") granted on March 27, 2025, which represented a contingent right to receive shares of common stock of Applied Digital Corporation (the "Company") on a one-for-one basis.

2. Includes 500,000 restricted stock units ("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 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, have no expiration date, and vest as follows: 125,000 of the RSUs shall vest on each of September 12, 2026, 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.

4. Represents the withholding of shares of common stock of the Company for tax purposes in connection with the vesting of PSUs, which does not constitute an actual sale or other open market transaction.

Remarks:

	/s/ Mark Chavez as Attorney-in-Fact	08/04/2026
	** 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)