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

Financial Analyst

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.

Corporate Governance Specialist

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.

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

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

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	08/05/2025		M		83,334	A	(1)	3,092,171(2)	D
Common Stock	08/05/2025		F		32,792(3)	D	$14.89	3,059,379	D
Common Stock								17,590,238	I	See Footnote.(4)
Common Stock								1,626,453	I	See Footnote(5)

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
Restricted Stock Unit	(1)	08/05/2025		M			83,334	(1)	(1)	Common Stock	83,334	$0	0	D

Explanation of Responses:

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.

2. Includes 742,166 shares held in the Reporting Person's IRA.

3. 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.

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

5. Shares are held by B. Riley Asset Management, LLC, of which the Reporting Person is the President.

Remarks:

	/s/ Mark Chavez as Attorney-in-Fact	08/07/2025
	** 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

How many Applied Digital (APLD) shares did CEO Wes Cummins acquire on 08/05/2025?

He received 83,334 common shares through the conversion of vested RSUs.

Were any open-market sales reported in this Form 4 filing?

No. The only disposition was 32,792 shares withheld for tax purposes; no market sale occurred.

What is Wes Cummins’ direct share ownership after the transaction?

He directly holds 3,059,379 shares, including 742,166 shares in his IRA.

How many shares does Cummins control indirectly?

Cummins holds 17,590,238 shares via Cummins Family Ltd. and 1,626,453 shares through B. Riley Asset Management.

Are any derivative securities remaining from the 2022 RSU grant?

No. The filing shows 0 derivative securities outstanding after the conversion.

What price was applied to shares withheld for taxes?

The issuer used $14.89 per share for the 32,792 shares withheld.