Cummins Wes 4

4 · Applied Digital Corp. · Filed Jun 24, 2026

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Updated Jun 24, 2026

Applied Digital CEO Wes Cummins Receives 800,000-Share Award

What Happened

Wes Cummins, CEO and Chairman of Applied Digital Corporation (APLD), received 800,000 shares on June 22, 2026 upon the vesting of performance stock units (PSUs) granted November 15, 2024.
On the same date 314,800 shares were withheld to cover tax obligations at $45.20 per share, a withholding value of $14,228,960. The withholding is a tax payment mechanism and is not an open-market sale.

Key Details

Transaction date: June 22, 2026; Form 4 filed June 24, 2026 (timely).
Award code: A (award/grant/acquisition) for 800,000 shares; F (payment of tax liability) for withholding of 314,800 shares at $45.20 each.
Withheld shares value: 314,800 × $45.20 = $14,228,960.
Shares owned after transaction: not specified in the provided filing summary. Report notes include 742,166 shares held in the reporting person’s IRA and additional holdings via Cummins Family Ltd. and 272 Capital.
Footnotes of note:
- F1: The 800,000 shares were issued upon vesting of PSUs (one-for-one).
- F4: The withholding of shares for taxes does not constitute an actual sale or open-market transaction.
- F3: Cummins also holds 1,500,000 RSUs granted Jan 6, 2026 with a multi-year vest schedule (300,000 cliff on Jan 6, 2027, then 150,000 every six months thereafter).

Context

This filing reflects a typical equity-compensation vesting event and related tax withholding rather than a voluntary open-market sale or purchase. PSUs and RSUs are contingent awards that convert to common stock when vesting conditions are met.

Form 4

Period: 2026-06-22

DirectorCEO; Chairman

Transactions

Award
Common Stock
[F1][F2][F3]
2026-06-22+800,000→ 5,102,400 total
Tax Payment
Common Stock
[F4][F2][F3]
2026-06-22$45.20/sh−314,800$14,228,960→ 4,787,600 total

Holdings

Footnotes (6)

[F1]Shares received upon the vesting of 800,000 performance stock units ("PSUs") granted on November 15, 2024, 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 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 the Company for tax purposes in connection with the vesting of PSUs, 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|2026-06-24

1 file