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Applied Digital (NASDAQ: APLD) CEO exercises 100,000 RSUs; 34,579 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Applied Digital Corp. CEO Wes Cummins exercised 100,000 restricted stock units into common shares and had shares withheld to cover taxes. On this vesting date, 100,000 RSUs from an April 4, 2023 grant converted into 100,000 shares of common stock at a stated price of $0.00 per share.

To satisfy tax obligations from the immediate vesting of RSUs, 34,579 common shares were withheld at $24.56 per share, which the company notes is not an open‑market sale. Following these transactions, Cummins directly holds 4,241,750 common shares, including 742,166 shares in his IRA, and has additional indirect holdings of 17,590,238 shares through Cummins Family Ltd. and 722,483 shares through 272 Capital. He also holds significant unvested equity awards, including 1,500,000 RSUs granted on January 6, 2026 and 600,000 RSUs granted on October 10, 2024, subject to multi‑year vesting and continued full‑time employment.

Positive

  • None.

Negative

  • None.
Insider Cummins Wes
Role CEO; Chairman
Type Security Shares Price Value
Exercise Restricted Stock Unit 100,000 $0.00 --
Exercise Common Stock 100,000 $0.00 --
Tax Withholding Common Stock 34,579 $24.56 $849K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 4,276,329 shares (Direct); Common Stock — 17,590,238 shares (Indirect, See Footnote.)
Footnotes (1)
  1. Restricted stock units ("RSUs") granted on April 4, 2023, represented a contingent right to receive shares of common stock of Applied Digital Corporation (the "Company") on a one-for-one basis. The RSUs have no expiration date and vested as follows: 200,000 on April 4, 2024 and 100,000 on each of October 4, 2024, April 4, 2025, October 4, 2025, and April 4, 2026. Includes 742,166 shares held in the Report Person's IRA. Includes (i) 1,500,000 restricted stock units ("RSUs") granted on January 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, 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, (ii) 600,000 RSUs granted on October 10, 2024, 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 continued full-time employment in a role approved by the Board of Directors through such date or accelerated vesting upon certain conditions. Represents the withholding of shares of common stock of the Company for tax purposes in connection with the immediate vesting of RSUs, which does not constitute an actual sale or other open market transaction. Shares are held by Cummins Family Ltd., of which the Reporting Person is the CEO. Shares are held by 272 Capital, of which the Reporting Person was the President and CEO.
RSUs exercised 100,000 shares Restricted stock units converted to common stock on April 4, 2026
Tax-withholding shares 34,579 shares Shares withheld for taxes on RSU vesting at $24.56 per share
Tax-withholding price $24.56 per share Value used for 34,579 withheld shares
Direct common shares 4,241,750 shares Direct Applied Digital holdings after transactions
Indirect Cummins Family Ltd. holdings 17,590,238 shares Common shares held by Cummins Family Ltd.
Indirect 272 Capital holdings 722,483 shares Common shares held by 272 Capital
January 6, 2026 RSU grant 1,500,000 RSUs Multi‑year vesting beginning January 6, 2027
October 10, 2024 RSU grant 600,000 RSUs RSUs with vesting through October 10, 2027
Restricted stock units ("RSUs") financial
"Restricted stock units ("RSUs") granted on April 4, 2023, represented a contingent right..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
IRA financial
"Includes 742,166 shares held in the Report Person's IRA."
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.
Cummins Family Ltd. financial
"Shares are held by Cummins Family Ltd., of which the Reporting Person is the CEO."
272 Capital financial
"Shares are held by 272 Capital, of which the Reporting Person was the President and CEO."
cliff date financial
"300,000 RSUs on January 6, 2027 (the "Cliff Date"), with the remainder vesting..."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO; Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/04/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/04/2026M100,000A(1)4,276,329(2)(3)D
Common Stock04/04/2026F34,579(4)D$24.564,241,750(2)(3)D
Common Stock17,590,238ISee Footnote.(5)
Common Stock722,483ISee Footnote(6)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)04/04/2026M100,000 (1) (1)Common Stock100,000$00D
Explanation of Responses:
1. Restricted stock units ("RSUs") granted on April 4, 2023, represented a contingent right to receive shares of common stock of Applied Digital Corporation (the "Company") on a one-for-one basis. The RSUs have no expiration date and vested as follows: 200,000 on April 4, 2024 and 100,000 on each of October 4, 2024, April 4, 2025, October 4, 2025, and April 4, 2026.
2. Includes 742,166 shares held in the Report Person's IRA.
3. Includes (i) 1,500,000 restricted stock units ("RSUs") granted on January 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, 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, (ii) 600,000 RSUs granted on October 10, 2024, 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 continued full-time employment in a role approved by the Board of Directors through such 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 immediate vesting of RSUs, which does not constitute an actual sale or other open market transaction.
5. Shares are held by Cummins Family Ltd., of which the Reporting Person is the CEO.
6. Shares are held by 272 Capital, of which the Reporting Person was the President and CEO.
Remarks:
/s/ Mark Chavez as Attorney-in-Fact04/07/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did APLD CEO Wes Cummins report on this Form 4?

Wes Cummins exercised 100,000 restricted stock units into 100,000 Applied Digital common shares at a stated $0.00 per share. In connection with the vesting, 34,579 shares were withheld at $24.56 per share to cover tax obligations, not as an open‑market sale.

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

After the reported transactions, Wes Cummins directly holds 4,241,750 Applied Digital common shares. This direct total includes 742,166 shares in his IRA. He also has indirect holdings of 17,590,238 shares through Cummins Family Ltd. and 722,483 shares through 272 Capital.

Were any of Wes Cummins’ APLD transactions open‑market sales?

No open‑market sales were reported. The Form 4 shows a tax‑withholding disposition of 34,579 shares at $24.56 per share, explicitly described as withholding shares for tax purposes related to RSU vesting, which the company states does not constitute an open‑market transaction.

What RSU awards does Wes Cummins hold in Applied Digital (APLD) after this filing?

Footnotes describe 1,500,000 RSUs granted January 6, 2026, vesting 300,000 on January 6, 2027 then 150,000 every six months until fully vested on the five‑year anniversary, plus 600,000 RSUs from October 10, 2024, vesting in 100,000‑share installments through October 10, 2027.

What was the source of the 100,000 Applied Digital shares acquired by Wes Cummins?

The 100,000 shares came from previously granted restricted stock units dated April 4, 2023. These RSUs vested in scheduled tranches, with the April 4, 2026 portion converting on a one‑for‑one basis into 100,000 common shares of Applied Digital at a stated $0.00 exercise price.

How are Wes Cummins’ indirect APLD holdings structured according to the Form 4 footnotes?

Indirect holdings include shares held by Cummins Family Ltd., where Cummins is CEO, totaling 17,590,238 shares, and shares held by 272 Capital, where he was President and CEO, totaling 722,483 shares. These entities hold the shares, with Cummins reported as associated with both organizations.