Applied Digital SEC Filings

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.

Applied Digital Corporation amended the terms of its Series G Convertible Preferred Stock by filing a Certificate of Designations Amendment on September 25, 2025. The amendment increases the "Floor Price" used to set the minimum conversion price for the Series G preferred shares to $22.00, up from $12.50. This Floor Price establishes the lowest price at which the preferred stock can convert into common stock, and that price cannot be reduced unless the company decides to do so in its discretion.

Applied Digital Corporation (APLD) filed a shelf registration prospectus amendment that contains a prospectus summary, risk factors, use of proceeds, selling stockholder and distribution details, and an exhibit list including corporate charters and multiple certificates of designation for preferred stock series. The filing references two data center facilities in North Dakota with capacities of $106 MW and $180 MW. The listed aggregate offering-related expenses total $131,117.77. The exhibit index shows numerous charter and preferred‑stock amendments, several warrant and lease agreements, and registration and letter agreements with CoreWeave/Applied Digital dated in 2025. Signatures include the CEO and CFO and multiple directors.

The filing listsholder and registration details for Applied Digital Corp. (APLD) including share counts held by affiliated entities: B. Riley Wealth Management Holdings Inc. 2,856,000, B. Riley Principal Investments, LLC 3,808,248, B. Riley Principal Capital, LLC 2,856,000, and AI Bridge Funding LLC 3,000,000. The document itemizes transaction-related expenses showing legal fees $75,000, accounting fees $25,000, and a total of $125,564.71. It cites registration and disclosure filings on June 2, 2025, June 20, 2025, August 15, 2025, August 29, 2025 (amended September 3, 2025), and September 12, 2025, plus a Schedule 14A filed September 22, 2025 and a Form 8-A filed April 11, 2022. The filing is signed by Wes Cummins (CEO and Chairman) and Saidal L. Mohmand (CFO). Several board members are named, including Chuck Hastings, Douglas Miller, Richard Nottenburg, Rachel Lee, and Ella Benson.

The filing listsholder and registration details for Applied Digital Corp. (APLD) including share counts held by affiliated entities: B. Riley Wealth Management Holdings Inc. 2,856,000, B. Riley Principal Investments, LLC 3,808,248, B. Riley Principal Capital, LLC 2,856,000, and AI Bridge Funding LLC 3,000,000. The document itemizes transaction-related expenses showing legal fees $75,000, accounting fees $25,000, and a total of $125,564.71. It cites registration and disclosure filings on June 2, 2025, June 20, 2025, August 15, 2025, August 29, 2025 (amended September 3, 2025), and September 12, 2025, plus a Schedule 14A filed September 22, 2025 and a Form 8-A filed April 11, 2022. The filing is signed by Wes Cummins (CEO and Chairman) and Saidal L. Mohmand (CFO). Several board members are named, including Chuck Hastings, Douglas Miller, Richard Nottenburg, Rachel Lee, and Ella Benson.

Applied Digital Corp. provides its definitive proxy for the 2025 annual meeting, which will be held virtually at www.virtualshareholdermeeting.com/APLD2025 with voting access commencing approximately on or about September 22, 2025. The proxy lists the matters to be voted on, identifies the board of directors and executive officers, and discloses committee activity: the Audit Committee met 17 times, the Compensation Committee met 13 times, and the Nominating and Corporate Governance Committee met 1 time in fiscal 2025. Compensation disclosures show a PEO (chief executive) total compensation amount of $5,954,578, grant-date fair value of stock awards of $5,455,000, and fair value at fiscal year end of outstanding unvested awards of $20,227,503. Significant institutional holders disclosed include BlackRock, Inc. (15,419,134 shares, 5.7%), Hood River Capital Management (15,147,422 shares, 5.6%), and Jane Street Group (14,120,497 shares, 5.2%). The filing also describes equity plan share counts and non-employee director compensation schedules.

Applied Digital Corp. provides its definitive proxy for the 2025 annual meeting, which will be held virtually at www.virtualshareholdermeeting.com/APLD2025 with voting access commencing approximately on or about September 22, 2025. The proxy lists the matters to be voted on, identifies the board of directors and executive officers, and discloses committee activity: the Audit Committee met 17 times, the Compensation Committee met 13 times, and the Nominating and Corporate Governance Committee met 1 time in fiscal 2025. Compensation disclosures show a PEO (chief executive) total compensation amount of $5,954,578, grant-date fair value of stock awards of $5,455,000, and fair value at fiscal year end of outstanding unvested awards of $20,227,503. Significant institutional holders disclosed include BlackRock, Inc. (15,419,134 shares, 5.7%), Hood River Capital Management (15,147,422 shares, 5.6%), and Jane Street Group (14,120,497 shares, 5.2%). The filing also describes equity plan share counts and non-employee director compensation schedules.