Cummins Discloses RSU Vestings and Private Sale of 400K APLD Shares

Rhea-AI Filing Summary

Reporting person Wesley Cummins holds 22,176,070 shares of Applied Digital Corp. (APLD), representing approximately 8.5% of the outstanding common stock. His beneficial ownership includes shares held by Cummins Family Ltd, direct holdings, an IRA, 272 Capital, and vested or soon-to-vest RSUs. The filing reports RSU vesting events that delivered 100,000 shares on April 4, 2025 (29,442 withheld for taxes) and 83,334 shares on August 5, 2025 (32,792 withheld for taxes). On September 3, 2025, Mr. Cummins entered into a Stock Purchase Agreement to sell 400,000 shares at $15.26 per share in a private transaction. The filing incorporates prior Schedule 13D amendments and attaches the September 3, 2025 Stock Purchase Agreement as an exhibit.

Positive

• Full disclosure of beneficial ownership including breakdown by Cummins Family Ltd, direct holdings, IRA, and 272 Capital
• Detailed reporting of RSU vestings and tax withholding (100,000 shares on April 4, 2025 with 29,442 withheld; 83,334 shares on August 5, 2025 with 32,792 withheld)
• Private sale fully disclosed with price (400,000 shares at $15.26 per share) and the Stock Purchase Agreement filed as an exhibit

Negative

• Reduction in economic exposure via a 400,000-share sale (private transaction) which decreases holdings by the stated amount
• Shares withheld for taxes upon RSU vesting reduced net share receipts (29,442 and 32,792 shares withheld)

Insights

Securities Analyst

TL;DR: Cummins retains 8.5% ownership while selling 400,000 shares in a private transaction and reporting recent RSU vestings.

The Schedule 13D/A clarifies beneficial ownership composition and recent transactions. The filing quantifies holdings across entities and accounts totaling 22,176,070 shares and explains RSU vesting schedules that contributed shares (with tax withholding reported). The private sale of 400,000 shares at $15.26 is disclosed and the Stock Purchase Agreement is filed as an exhibit, meeting SEC disclosure expectations. The detail on vesting timetables and the exact sale price aids investor transparency about near-term dilution or liquidity events, without presenting additional forward-looking plans.

Corporate Governance Expert

TL;DR: The amendment documents ownership, RSU vesting, and a defined private share sale, improving governance transparency.

The amendment updates Items 3, 4, 5 and 6 to reflect RSU vesting and a September 3, 2025 private sale. It specifies sole voting and dispositive power across listed holdings and identifies entities through which shares are held. Inclusion of the Stock Purchase Agreement as an exhibit ensures contractual terms are available for review. The filing follows Schedule 13D amendment protocols and consolidates prior amendments into the current ownership picture.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Applied Digital Corp.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

038169207

(CUSIP Number)

Wesley Cummins
Applied Digital Corporation,, 3811 Turtle Creek Blvd., Suite 2100
Dallas, TX, 75219
(214) 556-2465

Steven E. Siesser, Esq.
Lowenstein Sandler LLP,, 1251 Avenue of the Americas
New York, NY, 10020
(212) 204-8688

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/03/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 038169207

1

Name of reporting person

Wesley Cummins

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 22,176,070.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 22,176,070.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

22,176,070.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

See Item 5 for additional information.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Applied Digital Corp.
(c)	Address of Issuer's Principal Executive Offices: 3811 TURTLE CREEK BLVD., SUITE 2100, DALLAS, TEXAS , 75219.
Item 1 Comment: Explanatory Note: This Amendment No. 4 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (the "SEC") on April 21, 2022, as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Person with the SEC on December 5, 2022 ("Amendment No. 1"), Amendment No. 2 to the Schedule 13D filed by the Reporting Person with the SEC on November 29, 2024 ("Amendment No. 2") and Amendment No. 3 to the Schedule 13D filed by the Reporting Person with the SEC on March 28, 2025 ("Amendment No. 3" and collectively the "Schedule 13D, as amended"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported on the Schedule 13D, as amended. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D, as amended, is hereby supplemented as follows: On April 4, 2025, as the result of previously issued RSUs vesting, the Reporting Person received 100,000 shares of Common Stock, of which 29,442 shares of Common Stock were withheld for tax purposes. On August 5, 2025, as the result of previously issued RSUs vesting, the Reporting Person received 83,334 shares of Common Stock, of which 32,792 shares of Common Stock were withheld for tax purposes (collectively, the "August 2025 Vesting").
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D, as amended, is hereby supplemented as follows: On September 3, 2025, the Reporting Person entered into a Stock Purchase Agreement (the "September 2025 Purchase Agreement") to sell 400,000 shares of Common Stock at a price per share of $15.26 in connection with a private transaction.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D, as amended, is hereby supplemented as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover page of this Amendment and the information set forth in or incorporated by reference in Item 3, Item 4 and Item 6 of this Amendment is hereby incorporated by reference in its entirety into this Item 5. As of September 3, 2025, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 22,176,070 shares of Common Stock, all of which securities he has sole voting and dispositive power, including: (i) 17,590,238 shares of Common Stock held by Cummins Family Ltd, of which the Reporting Person is the Chief Executive Officer, (ii) 2,217,213 shares of Common Stock held directly by the Reporting Person, (iii) 742,166 shares of Common Stock held by the Reporting Person's individual retirement account, and (iv) 1,626,453 shares of Common Stock held by 272 Capital, of which the Reporting Person is the President. The following RSUs are included in the Reporting Person's beneficial ownership as of September 3, 2025 except to the extent such RSUs remain unvested or will not vest within 60 days after the date hereof: (i) 600,000 RSUs granted on April 4, 2023, of which one-third (1/3) of the RSUs vested on April 4, 2024 and one-sixth (1/6) of the RSUs vested on October 4, 2024 and April 4, 2025 and will further vest on October 4, 2025 (which shall vest within 60 days after September 3, 2025) and April 4, 2026, and (ii) 600,000 RSUs granted on October 10, 2024, of which one-third (1/3) of the RSUs vest on October 10, 2025 (which shall vest within 60 days after September 3, 2025) and one-sixth (1/6) vest on April 10, 2026, October 10, 2026, April 10, 2027 and October 10, 2027. The Reporting Person's holdings represent an aggregate of approximately 8.5% of the Issuer's outstanding shares of Common Stock (based on shares of Common Stock reported as outstanding as of August 26, 2025 in the Issuer's Post-Effective Amendment filed with the SEC on August 29, 2025). As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 22,176,070 shares of Common Stock, all of which securities he has sole voting and dispositive power, including: (i) 17,590,238 shares of Common Stock held by Cummins Family Ltd, of which the Reporting Person is the Chief Executive Officer, (ii) 2,217,213 shares of Common Stock held directly by the Reporting Person, (iii) 742,166 shares of Common Stock held by the Reporting Person's individual retirement account, and (iv) 1,626,453 shares of Common Stock held by 272 Capital, of which the Reporting Person is the President. The following RSUs are included in the Reporting Person's beneficial ownership as of the date hereof except to the extent such RSUs remain unvested or will not vest within 60 days after the date hereof: (i) 600,000 RSUs granted on April 4, 2023, of which one-third (1/3) of the RSUs vested on April 4, 2024 and one-sixth (1/6) of the RSUs vested on October 4, 2024 and April 4, 2025 and will further vest on October 4, 2025 (which shall vest within 60 days after the date hereof) and April 4, 2026, and (ii) 600,000 RSUs granted on October 10, 2024, of which one-third (1/3) of the RSUs vest on October 10, 2025 (which shall vest within 60 days after the date hereof) and one-sixth (1/6) vest on April 10, 2026, October 10, 2026, April 10, 2027 and October 10, 2027. The Reporting Person's holdings represent an aggregate of approximately 8.5% of the Issuer's outstanding shares of Common Stock (based on shares of Common Stock reported as outstanding as of August 26, 2025 in the Issuer's Post-Effective Amendment filed with the SEC on August 29, 2025).
(b)	As of September 3, 2025, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 22,176,070 shares of Common Stock, all of which securities he has sole voting and dispositive power. As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 22,176,070 shares of Common Stock, all of which securities he has sole voting and dispositive power.
(c)	Except for the August 2025 Vesting and the September 2025 Purchase Agreement, there were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior to or as of September 3, 2025. Except for the August 2025 Vesting and the September 2025 Purchase Agreement, there were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior to or as of the date hereof.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D, as amended, is hereby supplemented as follows: The disclosure set forth above in Item 4 regarding the September 2025 Purchase Agreement is incorporated herein and is qualified by reference to the text thereof.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D, as amended, is hereby supplemented as follows: Exhibit 4 Stock Purchase Agreement, dated September 3, 2025, by and among Wesley Cummins and the Purchasers named therein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Wesley Cummins

Signature:	/s/ Wesley Cummins
Name/Title:	Wesley Cummins
Date:	09/05/2025

FAQ

How many Applied Digital (APLD) shares does Wesley Cummins beneficially own?

The filing states Mr. Cummins beneficially owns 22,176,070 shares, representing approximately 8.5% of outstanding common stock.

Did Wesley Cummins sell any APLD shares in this amendment?

Yes. On September 3, 2025, he entered into a Stock Purchase Agreement to sell 400,000 shares at $15.26 per share in a private transaction.

Were there recent RSU vesting events for Wesley Cummins reported in the filing?

Yes. RSU vestings delivered 100,000 shares on April 4, 2025 (29,442 withheld for taxes) and 83,334 shares on August 5, 2025 (32,792 withheld for taxes).

What entities hold shares included in Cummins' beneficial ownership?

Holdings include 17,590,238 shares held by Cummins Family Ltd, 2,217,213 shares directly, 742,166 shares in his IRA, and 1,626,453 shares held by 272 Capital.

Does the filing include the agreement governing the September 3, 2025 sale?

Yes. The Stock Purchase Agreement dated September 3, 2025 is filed as Exhibit 4 to this amendment.