SCHEDULE: Applied Digital Insider Ownership Shifts
Schedule 13D Amendment
Wesley Cummins updates his beneficial ownership in Applied Digital Corp., reflecting RSU vestings and the termination of an investment management agreement.
Summary
- Wesley Cummins, President of 272 Capital, reported beneficial ownership of 21,154,050 shares of Applied Digital Corp. Common Stock as of October 31, 2025.
- This represents approximately 7.4% of the Issuer's outstanding shares, based on 284,537,626 shares outstanding as of October 29, 2025.
- Cummins now holds sole voting and dispositive power over all 21,154,050 shares.
- On October 4, 2025, 100,000 shares vested from previously issued Restricted Stock Units (RSUs), with 39,350 shares withheld for tax purposes.
- On October 10, 2025, 200,000 shares vested from previously issued RSUs, with 78,700 shares withheld for tax purposes.
- On October 31, 2025, an Investment Management Agreement was terminated, resulting in Cummins ceasing to have discretionary or voting authority over 903,970 shares of Common Stock previously held indirectly by 272 Capital.
- His holdings include 17,590,238 shares by Cummins Family Ltd, 2,099,163 shares held directly, 742,166 shares in his individual retirement account, and 722,483 shares held by 272 Capital.
Sentiment
Score: 4
Explanation: The sentiment is slightly negative due to the termination of an Investment Management Agreement, which resulted in Wesley Cummins ceasing to have discretionary or voting authority over a substantial block of 903,970 shares. While RSU vestings increased his direct holdings, the reduction in overall control over a significant portion of shares indicates a decrease in his reported influence.
Positives
- Wesley Cummins received 300,000 shares of Common Stock through the vesting of previously issued Restricted Stock Units (RSUs) in October 2025, increasing his direct equity stake.
- The vesting events demonstrate continued long-term incentive alignment for a key insider.
Negatives
- Wesley Cummins ceased having discretionary or voting authority over 903,970 shares of Common Stock due to the termination of an Investment Management Agreement, reducing his overall influence over a significant block of shares.
Future Outlook
The filing details future RSU vesting schedules for Wesley Cummins, with portions of RSUs granted on April 4, 2023, expected to vest on April 4, 2026, and portions of RSUs granted on October 10, 2024, expected to vest on April 10, 2026, October 10, 2026, April 10, 2027, and October 10, 2027.
Industry Context
This filing is a routine disclosure of changes in beneficial ownership by a key insider, Wesley Cummins, in Applied Digital Corp. Such filings provide transparency into insider holdings and potential shifts in influence, which are closely watched by investors for insights into management's commitment and strategic alignment. The specific industry context of Applied Digital (e.g., data centers, blockchain) is not directly addressed by the ownership changes themselves, but the insider's actions are relevant to any industry.
Stakeholder Impact
- Shareholders: The change in Wesley Cummins's beneficial ownership and control over a significant block of shares could be interpreted as a shift in insider influence or commitment, potentially affecting investor perception.
- Management: The termination of the Investment Management Agreement alters the dynamics of control over a portion of the company's stock, which could have implications for corporate governance and strategic decisions.
Next Steps
- Future portions of RSUs granted on April 4, 2023, are scheduled to vest on April 4, 2026.
- Future portions of RSUs granted on October 10, 2024, are scheduled to vest on April 10, 2026, October 10, 2026, April 10, 2027, and October 10, 2027.
Key Dates
| Date | Description |
|---|---|
| 2022-04-21 | Original Schedule 13D filed by the Reporting Person. |
| 2022-12-05 | Amendment No. 1 to Schedule 13D filed. |
| 2023-04-04 | Grant date for 600,000 RSUs, with initial vesting on April 4, 2024. |
| 2024-10-04 | Vesting date for a portion (1/6) of RSUs granted on April 4, 2023. |
| 2024-10-10 | Grant date for 600,000 RSUs. |
| 2024-11-29 | Amendment No. 2 to Schedule 13D filed. |
| 2025-03-28 | Amendment No. 3 to Schedule 13D filed. |
| 2025-04-04 | Vesting date for a portion (1/6) of RSUs granted on April 4, 2023. |
| 2025-09-05 | Amendment No. 4 to Schedule 13D filed, which likely detailed the 'September 2025 Purchase Agreement'. |
| 2025-10-04 | Vesting of 100,000 shares from RSUs granted on April 4, 2023, with 39,350 shares withheld for tax purposes. |
| 2025-10-10 | Vesting of 200,000 shares from RSUs granted on October 10, 2024, with 78,700 shares withheld for tax purposes. |
| 2025-10-29 | Date as of which 284,537,626 shares of Common Stock were reported as issued and outstanding. |
| 2025-10-31 | Date of event requiring filing of this statement; Investment Management Agreement terminated, ceasing discretionary/voting authority over 903,970 shares. |
| 2025-11-04 | Date of signing of this Amendment No. 5. |
| 2026-04-04 | Future vesting date for a portion (1/6) of RSUs granted on April 4, 2023. |
| 2026-04-10 | Future vesting date for a portion (1/6) of RSUs granted on October 10, 2024. |
| 2026-10-10 | Future vesting date for a portion (1/6) of RSUs granted on October 10, 2024. |
| 2027-04-10 | Future vesting date for a portion (1/6) of RSUs granted on October 10, 2024. |
| 2027-10-10 | Future vesting date for a portion (1/6) of RSUs granted on October 10, 2024. |
Keywords
Applied Digital Corp, Wesley Cummins, Schedule 13D, Beneficial Ownership, Common Stock, RSU Vesting, Insider Holdings, Corporate Governance, 272 Capital
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