Applied Digital (APLD) Director Reports 20,000-Share Sale; Holds 297,987 Shares

Rhea-AI Filing Summary

Richard N. Nottenburg, a director of Applied Digital Corporation (APLD), reported a sale of 20,000 shares of the issuer's common stock on 09/03/2025 at a price of $15.26 per share. After this transaction the filing shows the Reporting Person as beneficially owning 297,987 shares in total.

The reported total includes 28,606 restricted stock units (RSUs) granted December 27, 2024 that convert one-for-one to shares and vest in full on November 20, 2025, and 200,000 restricted shares granted May 13, 2024 that vest in two tranches of 100,000 shares on May 13, 2026 and May 13, 2027, subject to continued service.

Positive

• Transparency maintained: Director disclosed sale and detailed composition of remaining holdings including RSUs and restricted stock
• Time‑based vesting: Significant portion of holdings (28,606 RSUs and 200,000 restricted shares) are subject to future vesting, aligning incentives with continued service

Negative

• Insider sale: The Reporting Person disposed of 20,000 shares, reducing immediate insider ownership
• Potential future share supply: Large tranches of restricted shares and RSUs will vest on specified dates, which could increase available shares if subsequently sold

Insights

Securities Analyst

TL;DR: Director sold 20,000 shares; remaining holdings include sizeable time‑based restricted awards.

The reported open‑market sale of 20,000 shares at $15.26 is a routine disclosure of insider liquidity. The Reporting Person still holds 297,987 shares in the aggregate, of which 28,606 are RSUs vesting 11/20/2025 and 200,000 are restricted shares vesting in two tranches on 5/13/2026 and 5/13/2027. This filing provides clear timelines for when additional shares may become freely tradable, which is relevant for share supply considerations but does not itself provide operational or financial performance information.

Corporate Governance Expert

TL;DR: Routine Section 16 disclosure showing a director sale and continued retained incentive awards tied to service.

The Form 4 documents a director's disposition and confirms the company's use of RSUs and time‑vested restricted stock for non‑employee director and subsidiary chairman compensation. The awards are contingent on continued service with explicit vesting dates, which aligns management incentives with multi‑year retention. No amendment or extraordinary governance action is indicated in the report.

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^*

Nottenburg Richard N

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		S		20,000	D	$15.26	297,987(1)(2)	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. Includes 28,606 restricted stock units ("RSUs") granted on December 27, 2024 to non-employee directors for board service. The RSUs represent a contingent right to receive shares of common stock of Applied Digital Corporation (the "Issuer") on a one-for-one basis, have no expiration date, and vest in full on November 20, 2025, subject to the Reporting Person's continued service through such date.

2. Includes 200,000 shares of restricted stock granted to the Reporting Person on May 13, 2024 in connection with the Reporting Person's service as the Chairman of the board of directors of Applied Digital Cloud Corporation, a subsidiary of the Issuer. The shares of restricted stock vest as follows: 100,000 shares on May 13, 2026 (the second anniversary of the grant date) and 100,000 shares on May 13, 2027 (the third anniversary of the grant date), provided that the Reporting Person is a director of both the Issuer and Applied Digital Cloud Corporation on each such date.

	/s/ Mark Chavez as Attorney-in-Fact	09/05/2025
	** 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

What transaction did Richard N. Nottenburg report on Form 4 for APLD?

The Form 4 reports a sale of 20,000 shares of Applied Digital Corporation common stock on 09/03/2025 at a price of $15.26 per share.

How many APLD shares does the reporting person beneficially own after the reported transaction?

The filing shows the Reporting Person beneficially owns 297,987 shares following the reported sale.

What restricted awards are included in the 297,987 shares for APLD?

The total includes 28,606 RSUs granted 12/27/2024 that vest in full on 11/20/2025, and 200,000 restricted shares granted 05/13/2024 that vest 100,000 on 05/13/2026 and 100,000 on 05/13/2027.

Do the RSUs reported for APLD expire or have conditions?

Per the filing, the RSUs have no expiration date and convert one‑for‑one to shares, but they vest in full on 11/20/2025 subject to continued service.

Was this Form 4 filed by one reporting person or a group for APLD?

The filing indicates it was a Form filed by One Reporting Person.