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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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Applied Digital Corp. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
038169207 (CUSIP Number) |
Wesley Cummins Applied Digital Corporation,, 3811 Turtle Creek Blvd., Suite 2100 Dallas, TX, 75219 (214) 556-2465 Steven E. Siesser, Esq. Lowenstein Sandler LLP,, 1251 Avenue of the Americas New York, NY, 10020 (212) 204-8688 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/06/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 038169207 |
| 1 |
Name of reporting person
Wesley Cummins | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
21,154,050.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 5 for additional information.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Applied Digital Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
3811 TURTLE CREEK BLVD., SUITE 2100, DALLAS,
TEXAS
, 75219. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 6 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (the "SEC") on April 21, 2022, as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Person with the SEC on December 5, 2022 ("Amendment No. 1"), Amendment No. 2 to the Schedule 13D filed by the Reporting Person with the SEC on November 29, 2024 ("Amendment No. 2"), Amendment No. 3 to the Schedule 13D filed by the Reporting Person with the SEC on March 28, 2025 ("Amendment No. 3"), Amendment No. 4 to the Schedule 13D filed by the Reporting Person with the SEC on September 5, 2025 ("Amendment No. 4") and Amendment No. 5 to Schedule 13D filed by the Reporting Person with the SEC on November 4, 2025 ("Amendment No. 5", collectively the "Schedule 13D, as amended"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported on the Schedule 13D, as amended. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D, as amended, is hereby supplemented as follows:
On January 6, 2026 (the "Grant Date"), the Reporting Person received a grant (the "January 2026 RSU Grant") of 1,500,000 restricted stock units ("RSUs"), of which 300,000 RSUs vest 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 the Reporting Person's continued full-time employment with the Issuer in a role approved by the Board of Directors of the Issuer (the "Board") through the applicable vesting date or accelerated vesting upon certain conditions. The RSUs represent a contingent right to receive shares of Common Stock on a one-for-one basis and have no expiration date. Such RSUs are not included in the Reporting Person's beneficial ownership as of the date hereof as such RSUs remain unvested or will not vest within 60 days after the date hereof. A copy of the RSU award is attached as an exhibit to this Amendment and incorporated herein by reference.
In addition, on January 6, 2026, the Reporting Person received a grant (the "January 2026 PSU Grant") of 4,500,000 performance stock units ("PSUs") which vest in three equal tranches over a period of five years, with each tranche subject to a performance-based vesting condition that requires achievement of an average closing stock price hurdle (equal to $50, $75, and $100, respectively), as measured over a 90 consecutive calendar day period, as described in the Issuer's Current Report on Form 8-K filed with the SEC on January 8, 2026 (the "Form 8-K"), subject to the Reporting Person's continued full-time employment with the Issuer in a role approved by the Board or within twelve months following certain terminations of employment. The PSUs represent a contingent right to receive shares of Common Stock on a one-for-one basis. Such PSUs are not included in the Reporting Person's beneficial ownership as of the date hereof as such PSUs remain unvested or will not vest within 60 days after the date hereof. A copy of the PSU award is attached as an exhibit to this Amendment and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D, as amended, is hereby supplemented as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover page of this Amendment and the information set forth in or incorporated by reference in Item 3 of this Amendment is hereby incorporated by reference in its entirety into this Item 5.
As of January 6, 2026, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 21,154,050 shares of Common Stock, all of which securities he has sole voting and dispositive power, including: (i) 17,590,238 shares of Common Stock held by Cummins Family Ltd, of which the Reporting Person is the Chief Executive Officer, (ii) 2,099,163 shares of Common Stock held directly by the Reporting Person, (iii) 742,166 shares of Common Stock held by the Reporting Person's individual retirement account, and (iv) 722,483 shares of Common Stock held by 272 Capital LP, of which the Reporting Person was the President and Chief Executive Officer. The following RSUs are included in the Reporting Person's beneficial ownership as of January 6, 2026 except to the extent such RSUs remain unvested or will not vest within 60 days after the date hereof: (i) 600,000 RSUs granted on April 4, 2023, of which one-third (1/3) of the RSUs vested on April 4, 2024 and one-sixth (1/6) of the RSUs vested on October 4, 2024, April 4, 2025 and October 4, 2025 and will further vest on April 4, 2026, and (ii) 600,000 RSUs granted on October 10, 2024, of which one-third (1/3) of the RSUs vested on October 10, 2025 and one-sixth (1/6) will further vest on April 10, 2026, October 10, 2026, April 10, 2027 and October 10, 2027. The January 2026 RSU Grant and January 2026 PSU Grant are not included in the Reporting Person's beneficial ownership as of January 6, 2026 as such RSUs and PSUs remain unvested or will not vest within 60 days after January 6, 2026. The Reporting Person's holdings represent an aggregate of approximately 7.6% of the Issuer's outstanding shares of Common Stock (based on 279,458,598 shares of Common Stock reported as issued and outstanding as of January 7, 2026, as disclosed directly to the Reporting Person by the Issuer).
As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 21,154,050 shares of Common Stock, all of which securities he has sole voting and dispositive power, including: (i) 17,590,238 shares of Common Stock held by Cummins Family Ltd, of which the Reporting Person is the Chief Executive Officer, (ii) 2,099,163 shares of Common Stock held directly by the Reporting Person, (iii) 742,166 shares of Common Stock held by the Reporting Person's individual retirement account, and (iv) 722,483 shares of Common Stock held by 272 Capital LP, of which the Reporting Person was the President and Chief Executive Officer. The following RSUs are included in the Reporting Person's beneficial ownership as of the date hereof except to the extent such RSUs remain unvested or will not vest within 60 days after the date hereof: (i) 600,000 RSUs granted on April 4, 2023, of which one-third (1/3) of the RSUs vested on April 4, 2024 and one-sixth (1/6) of the RSUs vested on October 4, 2024, April 4, 2025 and October 4, 2025 and will further vest on April 4, 2026, and (ii) 600,000 RSUs granted on October 10, 2024, of which one-third (1/3) of the RSUs vested on October 10, 2025 and one-sixth (1/6) will further vest on April 10, 2026, October 10, 2026, April 10, 2027 and October 10, 2027. The January 2026 RSU Grant and January 2026 PSU Grant are not included in the Reporting Person's beneficial ownership as of the date hereof as such RSUs and PSUs remain unvested or will not vest within 60 days after the date hereof. The Reporting Person's holdings represent an aggregate of approximately 7.6% of the Issuer's outstanding shares of Common Stock (based on 279,458,598 shares of Common Stock reported as issued and outstanding as of January 7, 2026, as disclosed directly to the Reporting Person by the Issuer). | |
| (b) | As of January 6, 2026, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 21,154,050 shares of Common Stock, all of which securities he has sole voting and dispositive power.
As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 21,154,050 shares of Common Stock, all of which securities he has sole voting and dispositive power. | |
| (c) | Except for the January 2026 RSU Grant and the January 2026 PSU Grant, there were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior to or as of January 6, 2026.
Except for the January 2026 RSU Grant and the January 2026 PSU Grant, there were no transactions by the Reporting Person in shares of Common Stock during the period commencing sixty (60) days prior to or as of the date hereof. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover page of this Amendment and the information set forth in or incorporated by reference in Item 3 of this Amendment is hereby incorporated by reference in its entirety into this Item 5.
The disclosure set forth above in Item 3 regarding the January 2026 RSU Grant and the January 2026 PSU Grant is incorporated herein and is qualified by reference to the text thereof. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D, as amended, is hereby supplemented as follows:
Exhibit 5 Performance Stock Unit Award, dated January 6, 2026, by and between Applied Digital Corporation and Wes Cummins (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on January 8, 2026).
Exhibit 6 Restricted Stock Unit Award, dated January 6, 2026, by and between Applied Digital Corporation and Wes Cummins (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on January 8, 2026). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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