02/09/2026 | Press release | Distributed by Public on 02/09/2026 15:56
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Zhang Jason Gechen 3811 TURTLE CREEK BOULEVARD SUITE 2100 DALLAS, TX 75219 |
President | |||
| /s/ Mark Chavez as Attorney-in-Fact | 02/09/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Restricted stock units ("RSUs") granted on February 6, 2026 (the "Grant Date") represent a contingent right to receive shares of common stock of Applied Digital (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. |
| (2) | Includes 750,000 RSU's 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: one-third of the RSU's on March 12, 2026 and one-sixth of the RSUs on 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 vesting date or accelerated vesting upon certain conditions. |