Applied Digital Corp.·4

Apr 14, 5:24 PM ET

Cummins Wes 4

4 · Applied Digital Corp. · Filed Apr 14, 2026

Research Summary

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Applied Digital (APLD) CEO Wes Cummins Exercises RSUs, Withholds Shares

What Happened
Wes Cummins, CEO and Chairman of Applied Digital (APLD), converted/exercised derivative awards on April 10, 2026, resulting in two derivative conversion entries of 100,000 shares each (totaling 200,000 shares). As part of the vesting/conversion, 39,350 shares were withheld to cover tax liabilities at $26.26 per share, valued at $1,033,331. The filing shows one conversion recorded as an acquisition and another conversion recorded as a disposition at $0 (these reflect award-to-share conversions rather than an open-market sale).

Key Details

  • Transaction date: April 10, 2026; Form 4 filed April 14, 2026 (timely within the 2-business-day reporting window).
  • Transactions reported:
    • M (exercise/conversion): 100,000 shares acquired (price N/A).
    • F (tax withholding): 39,350 shares withheld/disposed at $26.26 → $1,033,331 (this withholding is to satisfy taxes).
    • M (exercise/conversion): 100,000 shares recorded as disposed at $0 (reflects conversion/cancellation mechanics, not an open-market sale).
  • Shares owned after transaction: not fully specified in the provided data. Footnotes note holdings include 742,166 shares in the Reporting Person’s IRA (F2) and additional shares held via family and prior entities (F5, F6).
  • Notable footnotes:
    • F1: RSU grant schedule: portions vested Oct 10, 2025 and Apr 10, 2026 (100,000 on Apr 10, 2026); further vesting through 2027.
    • F3: A separate 1,500,000-RSU grant on Jan 6, 2026 has its own multi-year vesting schedule.
    • F4: Withholding of shares for taxes does not constitute an open-market sale.

Context
The filings reflect routine conversion/vesting of restricted stock units (RSUs) and tax-withholding rather than an open-market sale or a purchase of stock. Transaction code M indicates exercise/conversion of a derivative award (here, RSUs converting into common shares). Transaction code F indicates shares withheld to satisfy tax obligations. Such withholding is common when RSUs vest and does not necessarily signal a change in the insider’s view of the company.

Insider Transaction Report

Form 4
Period: 2026-04-10
Cummins Wes
DirectorCEO; Chairman
Transactions
  • Exercise/Conversion

    Common Stock

    [F1][F2][F3]
    2026-04-10+100,0004,341,750 total
  • Tax Payment

    Common Stock

    [F4][F2][F3]
    2026-04-10$26.26/sh39,350$1,033,3314,302,400 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F1]
    2026-04-10100,000300,000 total
    Common Stock (100,000 underlying)
Holdings
  • Common Stock

    [F5]
    (indirect: See Footnote.)
    17,590,238
  • Common Stock

    [F6]
    (indirect: See Footnote)
    722,483
Footnotes (6)
  • [F1]Restricted stock units ("RSUs") granted on October 10, 2024, represent a contingent right to receive shares of common stock of Applied Digital Corporation (the "Company") on a one-for-one basis. The RSUs have no expiration date and vest as follows: 200,000 vested on October 10, 2025, 100,000 vested on April 10, 2026 and 100,000 shall vest on each of October 10, 2026, April 10, 2027, and October 10, 2027.
  • [F2]Includes 742,166 shares held in the Report Person's IRA.
  • [F3]Includes 1,500,000 restricted stock units ("RSUs") granted on January 6, 2026 (the "Grant Date") which represent a contingent right to receive shares of common stock of the Company on a one-for-one basis, and vest as follows: 300,000 RSUs on January 6, 2027 (the "Cliff Date"), with the remainder vesting in equal installments of 150,000 RSUs every six months after the Cliff Date, such that the RSUs will be fully vested on the five-year anniversary of the Grant Date, subject to continued full-time employment in a role approved by the Board of Directors through such date or accelerated vesting upon certain conditions.
  • [F4]Represents the withholding of shares of common stock of the Company for tax purposes in connection with the vesting of RSUs, which does not constitute an actual sale or other open market transaction.
  • [F5]Shares are held by Cummins Family Ltd., of which the Reporting Person is the CEO.
  • [F6]Shares are held by 272 Capital, of which the Reporting Person was the President.
Signature
/s/ Mark Chavez as Attorney-in-Fact|2026-04-14

Documents

1 file
  • 4
    wk-form4_1776201844.xmlPrimary

    FORM 4