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Applied Digital Corporation furnished an update under Item 7.01. The company announced it has entered into a lease agreement at its state-of-the-art, purpose-built Polaris Forge 2 Campus, which is under construction near Harwood, North Dakota.
The company also posted an updated investor presentation on its website and attached the press release and presentation as Exhibits 99.1 and 99.2. The furnished information is not deemed filed under the Exchange Act.
Applied Digital (APLD) amended its Preferred Equity Purchase Agreement to expand available funding for its North Dakota data centers and general corporate needs. The aggregate commitment for Series G Convertible Preferred Stock rose from $590.0 million to $1.590 billion.
The amendment sets a $75,000,000 maximum per put issuance, limits puts to one every seven business days, and caps the stated value outstanding at any time at $75,000,000. Terms were adjusted to increase the original discount from 2% to 3%, eliminate the placement agent fee, and remove the prohibition on Variable Rate Transactions. Common shares issuable upon conversion of the Series G are required to be registered for resale as soon as practicable after November 5, 2025, and no later than November 12, 2025.
Separately, the Company amended its Certificate of Designations to increase authorized Series G shares from 204,000 to 1,030,000 and raised the Floor Price minimum from $4.33 to $4.48, with the Board able to adjust the applicable Floor Price for any put.
Applied Digital Corporation amended the Certificate of Designations for its Series G Convertible Preferred Stock. Effective October 14, 2025, the Company increased the Floor Price used to set the minimum conversion price to $34.00 from $22.00. The Floor Price is the lowest level at which the preferred shares may convert, and it may not be reduced unless the Company decides to do so at its discretion.
Applied Digital filed a prospectus supplement covering the resale of up to 18,220,863 shares of common stock by selling stockholders. This reflects that 26,710,660 shares were previously sold under the Prospectus out of the 44,931,523-share Exchange Cap tied to Series G Preferred conversions.
The company will not receive proceeds from these resales. Separately, it has received $450 million in gross proceeds from prior issuances of Series G Preferred Stock and may receive up to an additional $140 million from issuances pursuant to the Third Amendment, subject to a 2% placement fee to B. Riley Securities, Inc.
On October 7, 2025, the PEPA commitment for Series G Preferred increased to $590 million, and on October 14, 2025, the Floor Price in the Certificate of Designation was raised to $34.00 from $22.00. Conversions are subject to a 4.99% beneficial ownership limit and the Nasdaq 19.99% Exchange Cap. Shares outstanding were 279,685,875 as of October 10, 2025. The last reported sale price was $33.99 on October 10, 2025.
Applied Digital (APLD) CEO, Chairman and Director/10% owner filed a Form 4 for transactions on 10/10/2025. 200,000 restricted stock units vested and were settled into common stock (code M). The insider withheld 78,700 shares for taxes at $33.99 (code F), which the filing notes is not an open market sale.
Following these events, the insider beneficially owns 2,841,329 shares directly, including 742,166 held in an IRA, and holds 17,590,238 shares indirectly via Cummins Family Ltd. and 1,626,453 shares indirectly via 272 Capital, LLC. The RSUs were granted on 10/10/2024 and vest as follows: 200,000 on 10/10/2025 and 100,000 on each of April 10, 2026, October 10, 2026, April 10, 2027, and October 10, 2027.
Applied Digital Corporation closed an amended investment partnership with Macquarie Asset Management affiliates to help fund its Polaris Forge 1 high-performance computing data center in North Dakota. Through an indirect subsidiary, the company sold 112,500 preferred units at $1,000 each for total proceeds of $112.5 million and, for no additional consideration, issued common units equal to 7.5% of the subsidiary’s fully diluted common equity immediately after closing. The subsidiary’s new limited liability company agreement grants the Macquarie-led investor customary governance, information and transfer rights and provides for mandatory redemption of its units at a liquidation preference if the subsidiary represents at least 80% of the company’s value in a sale. Applied Digital also issued warrants to Macquarie-designated affiliates to buy 2,400,000 company common shares at $8.29 per share, which become exercisable if the investor funds a total of $450 million for Polaris Forge 1, and agreed to register the resale of the warrant shares.
Applied Digital Corporation reported an operational quarter driven by growth in its HPC Hosting business and material financing activity. Revenue rose 95% to $64.2M for the three months ended August 31, 2025, largely from tenant fit-out services that contributed $26.3M. The company classified its Cloud Services Business as held for sale and reported it as discontinued operations, recognizing $16.7M of revenue in discontinued operations for the period.
Applied Digital strengthened liquidity via an at-the-market sales program that generated approximately $196.4M and expanded its Series G Preferred commitment (eventually increasing the program and issuing convertible preferred shares that were converted into common stock). The company also executed data center leases with CoreWeave that bring Polaris Forge 1 capacity under contract to 400 MW, and has secured additional financing and a promissory note to support Polaris Forge 2 development.
Applied Digital Corporation filed a current report describing that on October 9, 2025 it issued a press release with its financial results for the first fiscal quarter ended August 31, 2025. The press release is included as Exhibit 99.1 and is incorporated by reference for informational purposes. The company also clarifies that the information in this earnings-related item and Exhibit 99.1 is furnished and not deemed filed under the Securities Exchange Act, which affects how it is treated for certain legal liabilities and incorporation into other securities filings.
Applied Digital Corp. (APLD) Chief Financial Officer Mohammad Saidal LaVanway reported changes in beneficial ownership on 10/04/2025. The report shows vesting and withholding activity for restricted stock units (RSUs): 81,667 RSUs vested (from a 2024 grant) and additional RSUs from a 2023 grant moved into ownership, resulting in 326,667 shares beneficially owned following the transactions. Some vested shares were withheld for taxes (32,136 and 4,919 shares reported) at a price of $26.53 per withheld share, which are not open-market sales. The filings reflect routine equity compensation vesting tied to continued employment and do not indicate purchases or public sales by the reporting person.
Applied Digital Corp. director and CEO Wes Cummins received 100,000 RSUs that vested on 10/04/2025, increasing his direct common stock holding to 2,759,379 shares. The filing shows 39,350 shares were withheld to satisfy taxes at a price of $26.53, leaving 2,720,029 directly held shares. In addition to direct holdings, the report discloses indirect positions: 17,590,238 shares held by Cummins Family Ltd. and 1,626,453 shares held by 272 Capital, LLC, reflecting substantial indirect control. The form clarifies 742,166 shares are in the reporting person’s IRA and the RSUs vest on a one-for-one basis with no expiration.