Applied Digital insider filing shows RSU conversion and tax withholding
Rhea-AI Filing Summary
On 08/05/2025, Applied Digital Corp. (APLD) CEO, Chairman and 10% owner Wes Cummins filed a Form 4 detailing insider equity activity.
- RSU conversion (Code M): 83,334 restricted stock units vested and were exchanged one-for-one into common shares; no cash price is stated.
- Tax withholding (Code F): 32,792 of those shares were retained by the issuer at $14.89 per share to cover payroll taxes—this is not an open-market sale.
After the transactions Cummins directly owns 3,059,379 shares (including 742,166 in his IRA). He also controls 17,590,238 shares via Cummins Family Ltd. and 1,626,453 shares through B. Riley Asset Management, bringing total beneficial ownership to roughly 22.3 million shares and preserving his >10 % insider status.
No derivative securities remain outstanding from the 08/05/2022 RSU grant. The filing reports no open-market purchases or sales aside from the automatic tax withholding.
Positive
- 83,334 shares acquired via RSU conversion, lifting direct holdings to 3.06 million.
- Aggregate beneficial ownership exceeds 22 million shares, maintaining strong insider alignment.
Negative
- 32,792 shares withheld for taxes at $14.89, slightly reducing net shares received.
Insights
TL;DR: CEO converts 83k RSUs, nets ~50k shares; still controls ~22 M shares; no market sale—overall neutral.
The filing shows routine vesting of a 2022 RSU grant. Although 32,792 shares were withheld for taxes, Cummins’ direct stake increased to 3.06 M shares and his aggregate holding remains >22 M. No shares were sold on the open market, limiting supply pressure. Because the transactions were predetermined and tax-related, they do not materially alter Applied Digital’s ownership dynamics or signal a change in management sentiment. I view the impact on share price and governance as neutral.
TL;DR: Standard RSU vest, tax withholding; ownership concentration unchanged; governance risk steady.
Cummins retains a significant controlling position, directly and through affiliated entities, which can streamline decision-making but also concentrates voting power. The absence of market sales suggests alignment with long-term shareholder interests, but the outsized influence persists. From a governance standpoint, the transaction neither improves nor deteriorates shareholder protections; therefore, the disclosure is not impactful.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 83,334 | $0.00 | -- |
| Exercise | Common Stock | 83,334 | $0.00 | -- |
| Tax Withholding | Common Stock | 32,792 | $14.89 | $488K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Restricted stock units ("RSUs") granted on August 5, 2022 represent a contingent right to receive shares of common stock of Applied Digital Corporation (the "Issuer") on a one-for-one basis. The RSUs have no expiration date and vest as follows: 83,333 on each of February 5, 2023 and August 5, 2023, 83,334 on February 5, 2024, 83,333 on each of August 5, 2024 and February 5, 2025, and 83,334 on August 5, 2025. Includes 742,166 shares held in the Reporting Person's IRA. Represents the withholding of shares of common stock of the Issuer for tax purposes in connection with the vesting of RSUs previously granted, 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 B. Riley Asset Management, LLC, of which the Reporting Person is the President.
