Sec Form 4 Filing - Nottenburg Richard N @ Applied Digital Corp. - 2024-10-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Nottenburg Richard N 2. Issuer Name and Ticker or Trading Symbol Applied Digital Corp. [ APLD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3811 TURTLE CREEK BOULEVARD, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 10/14/2024 (Street) DALLAS, TX75219 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/14/2024 S 80,000 ( 1 ) D $ 7.368 ( 2 ) 433,686 ( 3 ) ( 4 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nottenburg Richard N 3811 TURTLE CREEK BOULEVARD SUITE 2100 DALLAS, TX75219 X Signatures /s/ David Rench as Attorney-in-Fact 10/16/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reportion Person is using the proceeds primarily to pay income tax liability associated with the vesting of the subject securities. ( 2 )Constitutes the weighted average sales price for multiple transactions reported on this line, having prices per share ranging from $7.33 to $7.545. The Reporting Person will provide upon request by the Securities and Exchange Commission Staff, Applied Digital Corporation (the "Company") or a security holder of the Company, full information regarding each separate transaction. ( 3 )Includes 33,685 shares of restricted stock granted to the Reporting Person on November 9, 2023 for his service as a non-employee director on the Company's board of directors. These shares of restricted stock will vest in full on November 9, 2024 (the first anniversary of the grant date). ( 4 )On May 13, 2024, 300,000 shares of restricted stock were granted to the Reporting Person in connection with the Reporting Person's service as the Chairman of the board of directors of Applied Digital Cloud Corporation, a subsidiary of the Company. 100,000 shares of restricted stock under the grant vested on May 13, 2025 (the first anniversary of the grant date). The remaining 200,000 shares of restricted stock under the grant vest as follows: 100,000 shares on May 13, 2026 (the second anniversary of the grant date) and 100,000 shares on May 13, 2027 (the third anniversary of the grant date), provided that the Reporting Person is a director of both the issuer and the subsidiary of the issuer set forth in the applicable award agreement on each such date.

Remarks: Exhibit 24 - Power of Attorney

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).

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