Applied Digital Corp. Files 8-K: Director Changes & Corporate Updates

TL;DR

Applied Digital Corp. filed an 8-K on Nov 5, 2025, detailing director departures/elections and corporate governance updates.

AI Summary

Applied Digital Corp. filed an 8-K on November 5, 2025, reporting on several key events. These include the departure of a director, the election of a new director, and updates to compensatory arrangements for certain officers. The company also announced amendments to its articles of incorporation or bylaws and submitted matters to a vote of security holders.

Why It Matters

This filing indicates significant corporate governance changes and potential shifts in strategic direction or executive compensation at Applied Digital Corp.

Risk Assessment

Risk Level: medium — Changes in directorship and corporate governance can signal underlying issues or strategic shifts that may impact the company's future performance.

Key Players & Entities

• Applied Digital Corp. (company) — Registrant
• November 5, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 — e of common stock having a par value of $0.001. The foregoing description of the Cert

Filing Documents

• apld-20251105.htm (8-K) — 57KB
• a31apld-charteramendment.htm (EX-3.1) — 3KB
• a101equitycompplanamendment.htm (EX-10.1) — 7KB
• a31apld-charteramendment001.jpg (GRAPHIC) — 129KB
• a31apld-charteramendment002.jpg (GRAPHIC) — 243KB
• a31apld-charteramendment003.jpg (GRAPHIC) — 173KB
• a31apld-charteramendment004.jpg (GRAPHIC) — 97KB
• 0001144879-25-000095.txt ( ) — 1078KB
• apld-20251105.xsd (EX-101.SCH) — 2KB
• apld-20251105_lab.xml (EX-101.LAB) — 23KB
• apld-20251105_pre.xml (EX-101.PRE) — 13KB
• apld-20251105_htm.xml (XML) — 3KB

02. Compensatory Arrangements of Certain Officers

Item 5.02. Compensatory Arrangements of Certain Officers. First Amendment to 2024 Omnibus Equity Incentive Plan On November 5, 2025, the Company held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders of the Company approved an amendment to the Company's 2024 Omnibus Equity Incentive Plan (the "First Amendment"). The Board had previously approved the First Amendment, subject to stockholder approval, and the First Amendment became effective upon such stockholder approval. The First Amendment was summarized in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 22, 2025 (the "Proxy Statement") under the heading " PROPOSAL 4: THE APPROVAL OF THE AMENDMENT TO THE 2024 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE THEREUNDER BY 15,000,000 SHARES ," which description is incorporated herein by reference. The foregoing description of the First Amendment is not complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 5, 2025, the Company filed a Certificate of Amendment to the Articles (the "Certificate of Amendment"), to increase the number of shares of common stock authorized for issuance thereunder to 600,000,000 shares, each share of common stock having a par value of $0.001. The foregoing description of the Certificate of Amendment is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On November 5, 2025, the Company held its Annual Meeting. The matters voted on at the Annual Meeting were: (1) the election of directors, (2) the ratification of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2026, (3) the approval, on an advisory basis, of the executive compensation of the Company's named executive officers, (4) the approval of the First Amendment, (5) the approval of the Certificate of Amendment and (6) the approval of the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals. The final voting results were as follows: 1. The election of each of Wes Cummins, Ella Benson, Chuck Hastings, Rachel Lee, Douglas Miller and Richard Nottenburg as directors to hold office until the Company's 2026 Annual Meeting of Stockholders, in each case, until his or her successor is duly elected and qualified or he or she is otherwise unable to complete his or her term. The votes were cast for this matter as follows: Nominees Votes For Votes Withheld Broker Non-Votes Wes Cummins 120,012,182 962,572 64,334,458 Ella Benson 117,361,685 3,613,069 64,334,458 Chuck Hastings 117,356,855 3,617,899 64,334,458 Rachel Lee 117,841,328 3,133,426 64,334,458 Douglas Miller 120,172,138 802,616 64,334,458 Richard Nottenburg 110,352,783 10,621,971 64,334,458 2 2. The votes were cast as follows with respect to the proposal to ratify the appointment of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2026: Votes For Votes Against Abstentions 184,274,121 521,506 513,585 3. The votes were cast as follows with respect to the proposal to approve, on an advi

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment, dated November 6, 2025, to the Second Amended and Restated Articles of Incorporation, as amended 10.1 First Amendment to the Applied Digital Corporation 2024 Omnibus Equity Incentive Plan 3 SIGNATURE Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 6, 2025 By: /s/ Saidal Mohmand Name: Saidal Mohmand Title: Chief Financial Officer 4