APPFOLIO INC
For the period ended Dec 31, 2025. Filed Apr 28, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 28, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under 240.14a-12 |
AppFolio, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
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Notice of 2026 Annual Meeting of Stockholders
| Date & Time | Record Date | Location |
|---|---|---|
| June 12, 2026, 9:00 a.m. PT | April 16, 2026 | www.virtualshareholdermeeting.com/APPF2026 |
To Our Stockholders:
Notice is hereby given that AppFolio, Inc. will hold its 2026 Annual Meeting of Stockholders (the "Annual Meeting") virtually on June 12, 2026, at 9:00 a.m. Pacific Time, via a live webcast, which can be accessed on the Internet by visiting www.virtualshareholdermeeting.com/APPF2026.
Only holders of record of shares of our Class A Common Stock and Class B Common Stock at the close of business on April 16, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof. To access the Annual Meeting, you will need a 16-digit control number. If you are a stockholder of record as of the Record Date, the control number is provided on the Notice Regarding the Availability of Proxy Materials you received in the mail or on your proxy card (if you requested to receive printed proxy materials). If you are a beneficial owner of shares held in “street name” through a broker, bank or other nominee, you may contact your broker, bank or nominee where you hold your account if you have questions about obtaining your control number.
Stockholders will be able to attend, vote and submit questions virtually during the Annual Meeting.
We are holding the Annual Meeting for the following purposes:
| 1 | To elect two Class II directors to a three-year term to hold office until our 2029 annual meeting of stockholders, and until the date on which their successors are duly elected and qualified; |
| 2 | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 3 | To approve, on a non-binding, advisory basis, the compensation of our named executive officers; and |
| 4 | To transact such other business as may properly be brought before the Annual Meeting, or any adjournment or postponement thereof. |
Our Board of Directors (our "Board") recommends that you vote FOR the election of each of the director nominees; FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm; and FOR the advisory approval of the compensation of our named executive officers.
On or about April 28, 2026, we mailed to our stockholders a Notice Regarding the Availability of Proxy Materials (the "Notice") containing instructions for how to access this proxy statement (including this Notice of 2026 Annual Meeting of Stockholders) relating to the Annual Meeting (this "Proxy Statement"), and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Annual Report"). As described in the Notice, the Proxy Statement and 2025 Annual Report can be accessed by visiting www.proxyvote.com and using the control number located on the Notice. The Notice also provides instructions on how to vote your shares electronically during the Annual Meeting, by Internet or by telephone, as well as how to receive a paper copy of the Proxy Statement and 2025 Annual Report and vote your shares by mail using a proxy card.
Notice of 2026 Annual Meeting of Stockholders
On behalf of AppFolio and our Board, I would like to express our appreciation for your ongoing interest in AppFolio.
Your interest in AppFolio and vote truly matter to us. It is important that all stockholders vote, regardless of the number of shares owned. Accordingly, we encourage you to read the proxy materials and vote your shares as soon as possible.
By Order of our Board,
Shane Trigg
President and Chief Executive Officer
Santa Barbara, California
April 28, 2026
Table of Contents
| General Information | 1 |
|---|---|
| Proposal One: Election of Directors | 5 |
| Proposal Two: Ratification of the Appointment of our Independent Registered Public Accounting Firm | 11 |
| Proposal Three: Advisory Vote to Approve Named Executive Officer Compensation | 13 |
| Directors and Corporate Governance | 14 |
| Director Independence | 14 |
| Board Leadership Structure | 14 |
| Board Role in Risk Oversight | 15 |
| Meetings of the Board of Directors | 16 |
| Agreements with Directors and Third Parties | 16 |
| Committees of our Board | 17 |
| Stockholder Nomination of Directors | 19 |
| Director Qualifications | 19 |
| Environmental, Social, and Governance at AppFolio | 20 |
| Codes of Business Conduct and Ethics | 21 |
| Insider Trading Policy | 21 |
| Stockholder Communications with our Board | 21 |
| Director Compensation Program | 22 |
| Director Compensation Table | 23 |
| Report of the Audit Committee | 24 |
| Executive Officers | 25 |
| Executive Compensation | 27 |
| Compensation Discussion and Analysis | 27 |
| Named Executive Officers | 27 |
| Compensation Philosophy | 27 |
| Elements of our Executive Compensation Program | 29 |
| Other Compensation-Related Topics | 34 |
| Compensation Committee Report | 36 |
| Summary Compensation Table | 37 |
| Grants of Plan-Based Awards | 38 |
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 39 |
| Outstanding Equity Awards at Fiscal Year End | 40 |
| Option Exercises and Stock Vested | 43 |
| Potential Payments upon Termination or Change in Control | 43 |
| CEO Pay Ratio | 49 |
| Equity Compensation Plan Information | 50 |
| Security Ownership of Certain Beneficial Owners and Management | 51 |
| Pay Versus Performance | 54 |
| Delinquent Section 16(a) Reports | 58 |
| Related Party Transactions | 59 |
| Additional Information | 60 |
| Procedures for Submitting Stockholder Proposals | 60 |
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