Zhang Jason Gechen 4

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.