APPFOLIO INC

(a)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On July 30, 2025 (the “Effective Date”), the Board of Directors of the Company (the “Board”) appointed Tim Eaton, 37, as the Chief Financial Officer of the Company. Mr. Eaton previously served as the Company’s Interim Chief Financial Officer from October 2024 until the Effective Date, the Company’s Principle Accounting Officer from January 2025 until the Effective Date (see “Appointment of Principle Accounting Officer” below), the Company’s Chief of Staff to the CEO from 2022 until October 2024, and in various other leadership roles within the Company since 2020. Prior to joining the Company, Mr. Eaton worked in a variety of financial, strategic, and operational positions at Visa, Google, and Goldman Sachs. Mr. Eaton holds an M.B.A in finance and entrepreneurship from the Wharton School at the University of Pennsylvania and a B.S. in business management from Brigham Young University, and is a CFA charterholder.

There are no arrangements or understandings between Mr. Eaton and any other person pursuant to which he was selected to serve as the Chief Financial Officer. There are no family relationships between Mr. Eaton and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. There are no transactions involving Mr. Eaton that are required to be reported pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment as the Chief Financial Officer, Mr. Eaton entered into an employment agreement with the Company, dated as of July 30, 2025 (the “Employment Agreement”). The Employment Agreement provides for “at-will” employment and sets forth the terms and conditions of Mr. Eaton’s employment. Pursuant to the Employment Agreement, Mr. Eaton will be entitled to receive, among other things: (1) an annual base salary of $400,000; (2) an annual bonus opportunity under the Company’s corporate bonus plan equal to 60% of his annual base salary at target; (3) a one-time, cash spot bonus equal to $71,250; and (4) a one-time promotional equity award under the AppFolio, Inc. 2025 Omnibus Incentive Plan (the “Incentive Plan”) with an aggregate value of approximately $2,500,000 at target on the date of grant, which award will be allocated as a mix of 50% time-based restricted stock units and 50% performance-based restricted stock units. Pursuant to the Employment Agreement, Mr. Eaton will also be eligible for annual equity awards, subject to Board approval.

The Employment Agreement also provides the following severance benefits upon certain specified termination events.

Termination Without Cause or Resignation for Good Reason. If the Company terminates Mr. Eaton’s employment without “cause” or he resigns for “good reason,” (as each term is defined in the Employment Agreement), he will be entitled to receive: (1) nine months of base salary continuation; (2) payment of any earned but unpaid annual bonus in respect of the prior completed fiscal year; (3) a pro-rated portion of the annual bonus for the fiscal year in which such termination occurs based on the number of days Mr. Eaton was employed by the Company during such fiscal year and the achievement of the applicable performance goals determined by the Board based on forecasted results (but not greater than target-level performance); and (4) up to nine months of COBRA premiums. Payment of such amounts is conditioned upon the effectiveness of a general release of claims in favor of the Company and continuing compliance with certain restrictive covenants.

Death or Disability. If Mr. Eaton’s employment is terminated due to his death or “disability” (as defined in the Employment Agreement), he (or his estate) will be entitled to receive: (1) a lump sum payment in an amount equal to six months of his then current base salary; and (2) the equity award treatment described in the following paragraph.

With respect to each outstanding time-based equity award held by Mr. Eaton as of the date of his termination, the portion of such award that would have vested had he remained with the Company for an additional 12 months will accelerate upon such termination. With respect to each outstanding performance-based equity award held by Mr. Eaton as of the date of termination, a pro-rated portion of such award will accelerate upon termination based on the number of days Mr. Eaton was employed by the Company during the applicable performance period and the achievement of the applicable performance goals determined by the Board based on forecasted results (but not greater than target-level performance).

Termination in Connection with Change in Control. If the Company terminates Mr. Eaton’s employment without “cause” or he resigns for “good reason” on or within 12 months following the consummation of a “corporate transaction” (as defined in the Incentive Plan) then, in addition to the severance benefits described above, all outstanding equity awards held by Mr. Eaton as of the date of termination will accelerate upon such termination. The Employment Agreement also provides that if the outstanding equity awards held by Mr. Eaton immediately prior to the consummation of a “corporate transaction” are not assumed or substituted for value upon such “corporate transaction,” such equity awards will accelerate immediately prior to such “corporate transaction” (with the level of performance achievement of the applicable performance goals determined by the Board based on forecasted results (but not greater than target-level performance)). Payments of such amounts is conditioned upon the effectiveness of a general release of claims in favor of the Company and continuing compliance with certain restrictive covenants.

The foregoing summary of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Quarterly Report and incorporated by reference.

Appointment of Principal Accounting Officer

On July 30, 2025, the Board appointed Don Rigler, 60, as the Company’s Principal Accounting Officer to succeed Mr. Eaton in that position. Mr. Rigler has served as the Company’s Vice President of Accounting since March 2025. Prior to joining the Company, Mr. Rigler held various finance leadership roles at Salesforce, Inc., including as Vice President, Automation and Cloud Enterprise Resource Planning from April 2022 to May 2024, Vice President, M&A Finance from June 2020 to April 2022, Vice President of Finance Technology Transformation from February 2018 to June 2020, and Americas Controller from November 2010 to February 2018. Mr. Rigler holds a B.B.A. from Texas Tech University and a M.B.A. from Southern Methodist University.

There are no arrangements or understandings between Mr. Rigler and any other person pursuant to which he was selected to serve as the Principal Accounting Officer. There are no family relationships between Mr. Rigler and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. There are no transactions involving Mr. Rigler that are required to be reported pursuant to Item 404(a) of Regulation S-K.

(c)

During the three months ended June 30, 2025, no director or officer adopted orterminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each such term is defined in Item 408(a) of Regulation S-K.