APPFOLIO INC
For the period ended Sep 30, 2026. Filed Oct 22, 2026.
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Sep 30, 2026 · Filed Oct 22, 2026
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Item 5. Other Information
(a) On October 21, 2026, our Board adopted the AppFolio Corporate Bonus Plan (the “Bonus Plan”), an annual, performance-based cash incentive compensation plan, which will govern the terms of the annual cash performance bonus element of our executive compensation program beginning in 2027. All of our regular, salaried and hourly employees who do not participate in a sales commission plan, including our executive officers, are eligible to participate in the Bonus Plan. With respect to our executive officers, under the Bonus Plan, our Board (or the Compensation Committee of the Board) will establish, for each fiscal year, the target bonus amount for each executive officer, the performance metrics and targets required to be achieved for payment of a bonus and any other material terms and conditions. The bonus that each executive officer will receive (if any) will be based upon whether and to what extent the performance metrics have been achieved as determined by the Board (or the Compensation Committee). Any payment will be made in cash no later than the last day of March in the following fiscal year.
The foregoing summary of the material terms of the Bonus Plan is qualified in its entirety by reference to the Bonus Plan, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
(c)On September 9, 2026, Tim Eaton, our Chief Financial Officer, terminated his previously reported Rule 10b5-1 trading arrangement, which he adopted on March 13, 2026. This trading arrangement provided for the sale between June 15, 2026 and November 22, 2027, of (i) up to 2,211 shares of our Class A common stock, and (ii) an indeterminate number of shares of our Class A common stock received by Mr. Eaton in connection with the vesting in between May 10, 2026 and November 10, 2027 of certain RSUs and PSUs held by Mr. Eaton. The actual number of shares of Class A common stock sold depended on the vesting of the RSUs and PSUs and the number of shares withheld to satisfy tax withholding obligations. This trading arrangement was entered into and terminated during an open trading window and was intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
On September 11, 2026, Mr. Eaton adopted a Rule 10b5-1 trading arrangement providing for the sale between December 11, 2026 and December 31, 2027 of (i) up to 818 shares of our Class A common stock and (ii) an indeterminate number of shares of our Class A common stock received by Mr. Eaton in connection with the vesting between May 10, 2026 and November 10, 2027 of certain RSUs and PSUs held by Mr. Eaton. The actual number of shares of Class A common stock sold will depend on the vesting of the RSUs and PSUs and the number of shares withheld to satisfy tax withholding obligations. This trading arrangement was entered into during an open trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
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