Applied Digital Corp.·4

Jul 2, 4:11 PM ET

Zhang Jason Gechen 4

4 · Applied Digital Corp. · Filed Jul 2, 2026

Research Summary

AI-generated summary of this filing

Updated

Applied Digital (APLD) President Jason Zhang Receives Award, Sells Shares

What Happened
Jason Zhang, President of Applied Digital Corporation (APLD), received 675,000 shares from the vesting of performance stock units (PSUs) and had 265,613 shares withheld to satisfy tax liabilities. The withheld shares are reported as disposals at $35.52 per share: 118,050 shares ($4,193,136) and 147,563 shares ($5,241,438), totaling approximately $9.43 million. The acquisitions reflect PSU vesting rather than an open-market purchase.

Key Details

  • Transaction date: July 1, 2026 (filed July 2, 2026). Filing appears timely.
  • Acquisitions: 300,000 PSUs vested (grant date March 12, 2025) and 375,000 PSUs vested (grant date February 6, 2026) — total 675,000 shares acquired.
  • Disposals (tax withholding): 118,050 shares and 147,563 shares withheld at $35.52/share, proceeds shown as $4,193,136 and $5,241,438 respectively (total ~$9.43M). Footnote clarifies withholding does not constitute an open-market sale.
  • Shares owned after the transactions: not specified in the provided report.
  • Notable footnotes:
    • F1/F5: PSUs vesting that converted to one-for-one common shares (300k and 375k).
    • F4: Withholding of shares for tax purposes — not an actual market sale.
    • F2/F3: Existing RSU grants (500k each from Feb 6, 2026 and Aug 8, 2025) with multi-year vesting schedules noted in the filing.

Context
This was primarily a vesting event (insider received shares) with share withholding to cover taxes — a routine corporate/compensation action rather than a discretionary open-market sale or purchase. PSUs/RSUs are contingent awards that convert to common shares per their vesting schedules; withholding of shares for taxes is a common practice and does not necessarily signal a change in the insider’s market view.

Insider Transaction Report

Form 4
Period: 2026-07-01
Transactions
  • Award

    Common Stock

    [F1][F2][F3]
    2026-07-01+300,0002,115,128 total
  • Tax Payment

    Common Stock

    [F4]
    2026-07-01$35.52/sh118,050$4,193,1361,997,078 total
  • Award

    Common Stock

    [F5][F2][F3]
    2026-07-01+375,0002,372,078 total
  • Tax Payment

    Common Stock

    [F4]
    2026-07-01$35.52/sh147,563$5,241,4382,224,515 total
Footnotes (5)
  • [F1]Shares received upon the vesting of 300,000 performance stock units ("PSUs") granted on March 12, 2025 (the "Grant Date") which represented a contingent right to receive shares of common stock of Applied Digital Corporation (the "Company") on a one-for-one basis.
  • [F2]Includes 500,000 restricted stock units ("RSUs") granted on February 6, 2026. The RSUs represent a contingent right to receive shares of common stock of the Company on a one-for-one basis, have no expiration date, and vest as follows: 100,000 RSUs on February 6, 2027 (the "Cliff Date") with the remainder vesting in equal installments of 50,000 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, each such vesting subject to the Reporting Person's continued full-time employment with the Company in a role approved by the Board of Directors of the Company through the applicable vesting date or accelerated vesting upon certain conditions.
  • [F3]Includes 500,000 RSUs granted on August 8, 2025. The RSUs represent a contingent right to receive shares of common stock of the Company on a one-for-one basis, have no expiration date, and vest as follows: 125,000 of the RSUs shall vest on each of September 12, 2026, March 12, 2027, September 12, 2027 and March 12, 2028, each such vesting subject to the Reporting Person's continued full-time employment with the Company in a role approved by the Board of Directors of the Company through the applicable 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 immediate vesting of PSUs, which does not constitute an actual sale or other open market transaction.
  • [F5]Shares received upon the vesting of 375,000 PSUs granted on February 6, 2026, which represented a contingent right to receive shares of common stock of the Company on a one-for-one basis.
Signature
/s/ Mark Chavez as Attorney-in-Fact|2026-07-02

Documents

1 file
  • 4
    wk-form4_1783023066.xmlPrimary

    FORM 4