[Form 4] Applied Digital Corporation Insider Trading Activity

Rhea-AI Filing Summary

Applied Digital Corp. (APLD) Form 4: Director Richard N. Nottenburg disclosed an open-market sale of 13,686 common shares on 08/04/2025 at $12.50 per share, realizing roughly $171,000. After the transaction he still holds 329,237 shares directly.

The retained position includes 28,606 restricted stock units granted 12/27/2024 that vest 11/20/2025 and 200,000 restricted shares granted 05/13/2024 that vest 100,000 shares each on 05/13/2026 and 05/13/2027, conditional on continued board service. The sale represents about 4% of his reported holdings, indicating a modest liquidity move while preserving a sizeable, incentive-aligned stake.

Positive

• Director retains 329,237 shares, indicating continued long-term alignment.
• Vesting schedules through 2027 incentivize sustained board service and performance.

Negative

• Open-market sale of 13,686 shares could be perceived as a modest bearish signal.

Insights

Securities Analyst

TL;DR: Small director sale; long-term equity still large—market impact limited.

The 13,686-share sale (~$0.17 M) is minor relative to Nottenburg’s 329 K-share stake, so it should not materially affect float or signal broad insider pessimism. His substantial unvested RSUs/restricted shares maintain alignment with shareholder interests through 2027, offsetting potential negative sentiment.

Corporate Governance Expert

TL;DR: Transaction routine, incentives remain intact—neutral governance signal.

Because the director’s remaining equity is significant and vesting schedules extend multiple years, the governance implication is neutral. The filing complies with Rule 10b5-1 disclosure and includes a power of attorney, suggesting procedural robustness.

Insider Trade Summary

Net Seller: 13,686 shares ($171,075)

Net Sell 1 txn

Insider Nottenburg Richard N

Role Director

Sold 13,686 shs ($171K)

Type	Security	Shares	Price	Value
Sale	Common Stock	13,686	$12.50	$171K

Holdings After Transaction: Common Stock — 329,237 shares (Direct)

Footnotes (1)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

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)
08/04/2025

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	08/04/2025		S		13,686	D	$12.5	329,237(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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Mark Chavez as Attorney-in-Fact	08/06/2025
	** 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 the director sell?

Richard N. Nottenburg sold 13,686 common shares at $12.50 each on 08/04/2025.

What is the director’s remaining stake after the sale?

He now beneficially owns 329,237 shares, including RSUs and restricted stock.

When do the RSUs granted to the director vest?

The 28,606 RSUs granted 12/27/2024 vest in full on 11/20/2025.

What are the vesting terms of the 200,000 restricted shares?

They vest in two tranches: 100,000 on 05/13/2026 and 100,000 on 05/13/2027, contingent on continued board service.

Is this filing likely to impact APLD’s share price?

Given the small relative size of the sale, analysts view the impact as neutral.