Applied Digital (APLD) president uses 93,037 shares to cover RSU taxes

Rhea-AI Filing Summary

Applied Digital Corp. president Jason Gechen Zhang reported a tax-related share withholding rather than a market trade. On March 12, 2026, 93,037 shares of common stock at $27.48 per share were withheld to cover tax obligations tied to vesting restricted stock units, leaving him with 1,815,128 shares directly owned.

Footnotes explain this was not an actual sale or open-market transaction. They also note two outstanding restricted stock unit awards of 500,000 RSUs each, which convert into common shares on a one-for-one basis subject to multi-year vesting schedules and continued full-time employment conditions.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		F		93,037(1)	D	$27.48	1,815,128(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 vesting of RSUs, which does not constitute an actual sale or other open market transaction.

2. Includes 500,000 restricted stock units ("RSUs") granted on February 6, 2026. 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: 100,000 RSUs on February 6, 2027 (the "Cliff Date") with the remainder vesting in equal installments of 50,000 RSUs every six months 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 restricted stock units ("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.

Remarks:

	/s/ Mark Chavez as Attorney-in-Fact	03/13/2026
	** 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 did Applied Digital (APLD) president Jason Gechen Zhang report in this Form 4?

He reported a tax-withholding disposition of 93,037 Applied Digital common shares. The shares were withheld to cover taxes from vesting restricted stock units, not sold in the open market, and he retained 1,815,128 directly owned shares afterward.

Was the Applied Digital (APLD) Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. Footnotes state the 93,037 shares were withheld by the company for tax purposes related to RSU vesting, meaning there was no actual sale of shares into the market.

How many Applied Digital (APLD) shares does the president hold after this transaction?

After the tax-withholding disposition, the president directly holds 1,815,128 Applied Digital common shares. This figure comes from the Form 4 table showing total shares following the transaction and reflects his remaining direct ownership position.

What restricted stock unit awards does the Applied Digital (APLD) president have?

Footnotes describe two RSU grants of 500,000 units each. Both represent rights to receive one share of common stock per unit, have no expiration date, and vest over multi-year schedules tied to continued full-time employment and certain vesting milestones.

How do the Applied Digital (APLD) RSUs granted on February 6, 2026 vest?

The 500,000 RSUs granted on February 6, 2026 vest 100,000 units on February 6, 2027, then 50,000 units every six months. Vesting continues until the five-year anniversary of the grant date, contingent on continued full-time employment or specified acceleration conditions.

What is the vesting schedule for the August 8, 2025 Applied Digital (APLD) RSU grant?

The 500,000 RSUs granted on August 8, 2025 vest in four equal installments. Specifically, 125,000 RSUs vest on each of September 12, 2026, March 12, 2027, September 12, 2027, and March 12, 2028, subject to continued approved full-time employment or certain acceleration conditions.