Applied Digital Corp. 8-K/A

What Happened

• Applied Digital Corporation filed an 8-K/A reporting that on March 10, 2026 it entered into an Amended and Restated Performance Stock Unit (PSU) Award Agreement with President Jason Zhang. The amendment entirely replaces the original PSU agreement dated February 6, 2026 to correct a scrivener’s error in how performance “Hurdles” are calculated.
• The original agreement unintentionally counted only data center contracts entered on or after the Award Date with investment-grade hyperscalers toward certain Hurdles, which excluded the Company’s existing Polaris Forge 1 data centers. The amended agreement corrects that calculation method and makes conforming changes for Change in Control treatment. All other material terms of the PSU award (including number of PSUs, performance hurdles, forfeiture date, transfer restrictions and termination provisions) remain unchanged.

Key Details

• Amendment date: March 10, 2026; Original Award Date: February 6, 2026.
• First and Third Hurdles require contracts with investment‑grade hyperscalers; Second and Fourth Hurdles may count contracts with any hyperscaler.
• Amended agreement supersedes the original in full; PSU count and core terms unchanged.
• Change in Control treatment was adjusted to align which types of hyperscaler contracts count toward each Hurdle (per the Company’s 2024 Omnibus Equity Incentive Plan definition).

Why It Matters

• The correction affects how executive performance is measured and therefore could change whether and when certain PSUs vest for the Company’s president; it makes existing assets (Polaris Forge 1) eligible under the intended measurement method.
• Because the amendment does not change the number of PSUs or other economic award terms, the modification is a technical correction to vesting metrics rather than a change in award size or cash compensation.
• The filing demonstrates board/compensation committee oversight to align contract language with the originally approved measurement method, reducing ambiguity in executive incentive outcomes.