| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Applied Digital Corp. [ APLD ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| |||||||||||||||||||||||||
| 2a. Foreign Trading Symbol
| |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 04/04/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/04/2026 | M | 12,500 | A | (1) | 383,909(2) | D | |||
| Common Stock | 04/04/2026 | F | 4,194(3) | D | $24.56 | 379,715(2) | D | |||
| Common Stock | 04/04/2026 | M | 81,667 | A | (4) | 461,382(2) | D | |||
| Common Stock | 04/04/2026 | F | 32,136(3) | D | $24.56 | 429,246(2) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (1) | 04/04/2026 | M | 12,500 | (1) | (1) | Common Stock | 12,500 | $0 | 0 | D | ||||
| Restricted Stock Unit | (4) | 04/04/2026 | M | 81,667 | (4) | (4) | Common Stock | 81,667 | $0 | 245,000 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units ("RSUs") granted on April 4, 2023, represented 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 vested as follows: 25,000 on April 4, 2024, and 12,500 on each of October 4, 2024, April 4, 2025, October 4, 2025, and April 4, 2026, and were subject to the Reporting Person's continued employment with the Company through the applicable vesting date. |
| 2. Includes 250,000 RSU's granted on February 6, 2026 (the "Grant Date") which represent a contingent right to receive shares of common stock of Applied Digital Corporation the Company on a one-for-one basis, have no expiration date, and vest as follows: 50,000 RSUs on February 6, 2027 (the "Cliff Date") with the remainder vesting in equal installments of 25,000 RSUs every six months 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. |
| 3. 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. |
| 4. Restricted stock units ("RSUs") granted on October 17, 2024, represent a contingent right to receive shares of common stock of the Company on a one-for-one basis. The RSUs have no expiration date and vest as follows: 81,666 on April 4, 2025, 81,667 on each of October 4, 2025, and April 4, 2026, 81,666 on October 4, 2026, and 81,667 on each of April 4, 2027, and October 4, 2027, subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. |
| Remarks: |
| /s/ Mark Chavez as Attorney-in-Fact | 04/07/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||