What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-05 compared with 2025-02-06 · 36 added, 53 removed, 134 unchanged (40% of the section changed)

18 unchanged sentences

OTHER INFORMATION

Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

(b) Matthew S.

Mazza has been appointed Chief Trust Officer of the Company, effective February 6, 2025.

Mazza previously served as the Company's Chief Legal Officer, a position he held since 2021, and Corporate Secretary, a position he held since 2022.

Before becoming Chief Legal Officer, Mr.

Mazza served as the Company's General Counsel and Chief Compliance Officer, as well as in other senior legal and compliance roles, since 2016.

(e) In connection with his appointment as Chief Trust Officer, Mr.

Mazza entered into an employment agreement with the Company, dated as of February 6, 2025 (the “Employment Agreement”).

The Employment Agreement provides for “at-will” employment and sets forth the terms and conditions of Mr.

Mazza’s employment.

Pursuant to the Employment Agreement, Mr.

Mazza will be entitled to receive, among other things:

(a) an annual base salary of $420,000;

(b) an annual bonus opportunity under the Company’s corporate bonus plan equal to 60% of his annual base salary at target;

and (c) for 2025, an award of restricted stock units covering a number of shares of Class A Common Stock of the Company having an aggregate value of approximately $1,800,000 on the date of grant, which will vest in accordance with the Company’s standard practices.

In addition, pursuant to the Employment Agreement, in the event the Company terminates Mr.

Mazza’s employment without “cause” or he resigns for “good reason,” (as each term is defined therein) subject to his execution and non-revocation of a general release of claims in favor of the Company and his compliance with certain non-disparagement, confidentiality and other restrictive covenants, he will be entitled to receive:

(i) nine months of base salary continuation;

(ii) payment of any earned but unpaid annual bonus in respect of the prior completed fiscal year;

(iii) a pro rata portion of any annual bonus for the fiscal year in which such termination occurs;

and (iv) payment of monthly premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) until the earlier of (x) nine months following the termination date and (y) the date on which Mr.

Mazza first becomes eligible to obtain group health insurance through another employer or otherwise ceases to be eligible for continuation coverage under COBRA.

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 an Exhibit 10.25 to this Annual Report and incorporated herein by reference.

Not applicable.

DISCLOSURES REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS

14 unchanged sentences

The information required by this item will be included in the Proxy Statement under the heading "Ratification of the Appointment of Our Independent Registered Public Accounting Firm."

EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

The following documents are filed as part of this Annual Report:

14 unchanged sentences

S-1/A 333-204262 4.1 6/4/2015

4.2 Amended and Restated Investor Rights Agreement, by and among the registrant and the investors named therein, dated November 26, 2013.

S-1/A 333-204262 4.2 6/4/2015

4.3 Description of Capital Stock of the registrant.

001-37468 4.3 2/6/2025

10.1 Industrial Lease, by and between the registrant and 50 Castilian Drive, LLC, effective December 6, 2019 (50 Castilian Drive, Goleta, CA 93117) .

22 unchanged sentences

001-37468 10.1 7/26/2024

Form of Restricted Stock Unit Award Agreement (New Hire) under 2025 Omnibus Incentive Plan.

001-37468 10.13 2/6/2025

Form of Restricted Stock Unit Award Agreement (Refresh) under 2025 Omnibus Incentive Plan Incentive Plan.

001-37468 10.14 2/6/2025

Incorporated by Reference

1 unchanged sentence

Exhibit Filing Date Filed Herewith

Form of Restricted Stock Unit Award Agreement (New Hire) under 2025 Omnibus Incentive Plan.

Form of Restricted Stock Unit Award Agreement (Refresh) under 2025 Omnibus Incentive Plan Incentive Plan.

Form of Restricted Stock Unit Award Agreement (PSU) under 2025 Omnibus Incentive Plan.

20 25 E mployee Stock Purchase Plan

001-37468 10.15 2/6/2025

Transition and Separation Agreement, dated March 1, 2023, by and between Jason Randall and the regi strant

2025 Employee Stock Purchase Plan .

001-37468 10.2 7/26/2024

Amendment 2026-1 to AppFolio, Inc.

2025 Employee Stock Purchase Plan

Transition and Separation Agreement, dated March 1, 2023, by and between Jason Randall and the registrant .

10-Q 001-37468 10.1 4/28/2023

Employment agreement, dated March 1, 2023, between the registrant and William Shane Trigg

E mployment agreement, dated March 1, 2023, between the registrant and William Shane Trigg .

10-Q 001-37468 10.2 4/28/2023

3 unchanged sentences

001-37468 10.1 11/21/2024

Employment Agreement, dated July 30, 2025, between the Registrant and Tim Eaton .

001-37468 10.1 7/31/2025

E m ploy ment Agreement, dated February 6, 2025, between the registra nt and Elizabeth Barat .

Employment Agreement, dated February 6, 2025, between the r egistrant and Matthew S.

001-37468 10.25 2/6/2025

Separation Agreement, dated November 19, 2025, by and between the r egistrant and Matt hew S.

Nonemployee Director Deferred Compensation Plan.

10-K 001-37468 10.19 2/28/2022

First Amendment to Non-Employee Director Deferred Compensation Plan .

001-37468 10.1 4/24/2025

Related form of Deferral Election under Nonemployee Director Deferred Compensation Plan.

1 unchanged sentence

Form of Indemnification Agreement by and between the registrant and certain of its senior employees and directors.

001-37468 10.23 2/6/2025

Agreement and Plan of Merger, dated October 22, 2024, among the registrant, Lilac Merger Sub, Inc., Move EZ, Inc.

and WT Representative, LLC .

001-37468 2.1 10/22/2024 X

Employmen t Agreement, dated February 6, 2025, between the registrant and Matthew S.

19 I nsider Trading Policy of the registrant .

001-37468 2.1 10/24/2024

Revolving credit facility agreement .

001-37468 10.1 10/3/2025

19 Insider Trading Policy of the registrant .

21.1 Subsidiaries of the registrant.

23.1 Consent of independent registered public accounting firm.

24.1 Power of Attorney (included on the signature page of this Annual R eport).

24.1 Power of Attorney (included on the signature page of this Annual Report).

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

32.1* Certifications of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C.

3 unchanged sentences

101.SCH XBRL Taxonomy Extension Schema Document.

Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date Filed Herewith

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

12 unchanged sentences

(Principal Executive Officer)

February 6, 2025 By:

/s/ Tim Eaton

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shane Trigg, Tim Eaton, and Matthew Mazza, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shane Trigg, Tim Eaton, and Don Rigler, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

2 unchanged sentences

/s/ Tim Eaton

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

Chief Financial Officer

(Principal Financial Officer)

February 5, 2026

/s/ Don Rigler Vice President of Accounting

(Principal Accounting Officer)

February 5, 2026

/s/ Andreas von Blottnitz

1 unchanged sentence

Andreas von Blottnitz

/s/ Timothy Bliss

Director February 6, 2025

Timothy Bliss

/s/ Agnes Bundy Scanlan Director February 5, 2026

6 unchanged sentences

Winifred Webb

/s/ Alexander Wolf Director February 6, 2025

Alexander Wolf

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures