What changed in this filing

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Item 9A. Controls and Procedures

2023-02-16 compared with 2022-02-17 · 68 added, 60 removed, 146 unchanged (47% of the section changed)

5 unchanged sentences

Based on the evaluation of our disclosure controls and procedures as of December 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management's Report on Internal Control Over Financial Reporting

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15(d)-15(f) of the Exchange Act.

1 unchanged sentence

Based on this assessment, management concluded that, as of December 31, 2022, our internal control over financial reporting was effective.

Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Lana Labs GmbH, which was acquired in August 2021.

We began consolidating the results of Lana Labs in the 2021 consolidated financial statements of Appian Corporation in connection with the acquisition, which represented approximately 6.0% of total assets as of December 31, 2021 and 0.1% of total revenue for the year ended December 31, 2021.

Due to the timing of this acquisition and as permitted by SEC guidance, management excluded Lana Labs from its December 31, 2021 assessment of internal control over financial reporting.

The Annual Report on Form 10-K includes an attestation report of our independent registered public accounting firm regarding internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

4 unchanged sentences

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of a

simple error or mistake.

These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

3 unchanged sentences

Other Information.

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

30 unchanged sentences

333-217510), filed with the Securities and Exchange Commission on May 12, 2017, and incorporated herein by reference.

4.2 Amended and Restated Investors' Rights Agreement by and among Appian Corporation and certain of its stockholders, dated February 21, 2014.

Previously filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No.

333-217510), filed with the Securities and Exchange Commission on April 27, 2017, and incorporated herein by reference.

4.2 Description of Securities.

Filed herewith.

Previously filed as Exhibit 4.3 to the Company’s Annual Report on 10-K (File No.

001-38098), filed with the Securities and Exchange Commission on February 17, 2022, and incorporated herein by reference.

10.1 2007 Stock Option Plan and Form of Option Agreement and Exercise Notice thereunder, as amended to date.

5 unchanged sentences

333-217510), filed with the Securities and Exchange Commission on May 10, 2017, and incorporated herein by reference.

10.3 2017 Equity Incentive Plan French Qualifying Sub-Plan, with Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement thereunder.

Previously filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K (File No.

001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.

10.4 2017 Equity Incentive Plan CSOP Sub-Plan for UK Eligible Employees, with Forms of CSOP Stock Option Grant Notice and CSOP Option Agreement thereunder.

Previously filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K (File No.

001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.

10.5 Forms of Restricted Stock Unit Grant Notices and Restricted Stock Unit Award Agreements under 2017 Equity Incentive Plan.

Previously filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K (File No.

001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.

10.6 Forms of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under 2017 Equity Incentive Plan.

Previously filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No.

001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.

10.7 Appian Corporation Employee Stock Purchase Plan.

Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on August 5, 2021, and incorporated herein by reference.

10.8 Agreement on the Sale and Transfer of Shares dated as of August 4, 2021, by and among Appian Europe Ltd., and each of the Sellers and Managers identified therein.

Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on November 4, 2021, and incorporated herein by reference.

10.9 Non-Employee Director Compensation Plan, as amended December 16, 2020.

5 unchanged sentences

333-217510), filed with the Securities and Exchange Commission on May 10, 2017, and incorporated herein by reference.

10.11 Senior Executive Cash Incentive Bonus Plan.

Previously filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K (File No.

001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.

10.12 Employment Agreement, dated as of September 7, 2012, by and between Appian Corporation and Matthew Calkins.

4 unchanged sentences

333-217510), filed with the Securities and Exchange Commission on April 27, 2017, and incorporated herein by reference.

10.7 Senior Executive Cash Incentive Bonus Plan.

Previously filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K (File No.

001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.

10.8 Forms of Restricted Stock Unit Grant Notices and Restricted Stock Unit Award Agreements under 2017 Equity Incentive Plan.

Previously filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K (File No.

001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.

10.9 Forms of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under 2017 Equity Incentive Plan.

Previously filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No.

001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.

10.10 2017 Equity Incentive Plan French Qualifying Sub-Plan, with Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement thereunder.

Previously filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K (File No.

001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.

10.11 2017 Equity Incentive Plan CSOP Sub-Plan for UK Eligible Employees, with Forms of CSOP Stock Option Grant Notice and CSOP Option Agreement thereunder.

Previously filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K (File No.

001-38098), filed with the Securities and Exchange Commission on February 23, 2018, and incorporated herein by reference.

10.14 Employment Agreement, dated as of September 7, 2012, by and between Appian Corporation and Robert Kramer.

Previously filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on May 7, 2020, and incorporated herein by reference.

10.15 Employment Agreement, dated as of May 6, 2020, by and between Appian Corporation and Eric Cross.

Previously filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on August 6, 2020, and incorporated herein by reference.

10.16 Employment Agreement, dated as of March 31, 2020, by and between Appian Corporation and Pavel Zamudio-Ramirez .

Filed herewith .

10.17 Employment Agreement, dated as of April 2, 2022, by and between Appian Corporation and Mark Matheos.

Previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on May 5, 2022, and incorporated herein by reference.

10.18 Employment Agreement, dated as of October 14, 2022, by and between Appian Corporation and Christopher Jones.

Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on November 3, 2022, and incorporated herein by reference.

10.19 Consultant Agreement, dated as of May 23, 2022, by and between Appian Corporation and William McCarthy.

Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on August 4, 2022, and incorporated herein by reference.

10.20 Deed of Lease, dated April 17, 2018, between Appian Corporation and Tamares 7950 Owner LLC.

7 unchanged sentences

001-38098), filed with the Securities and Exchange Commission on February 20, 2020, and incorporated herein by reference.

10.23 Third Amendment to Deed of Lease, dated as of November 30, 2021, between Appian Corporation and Tamares 7950 Owner LLC.

Previously filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K (File No.

001-38098), filed with the Securities and Exchange Commission on February 17, 2022, and incorporated herein by reference.

10.24 Agreement of Sublease, dated as of November 30, 2021, between Appian Corporation and Octagon, Inc.

Previously filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K (File No.

001-38098), filed with the Securities and Exchange Commission on February 17, 2022, and incorporated herein by reference.

10.25 Software Enterprise OEM License Agreement, dated as of June 15, 2016, by and between Appian Corporation and Kx Systems, Inc.

5 unchanged sentences

001-38098) filed with the Securities and Exchange Commission on October 31, 2019, and incorporated herein by reference.

10.17 Third Amended and Restated Loan and Security Agreement, dated as of November 1, 2017, by and between Appian Corporation and Silicon Valley Bank.

Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-38098), filed with the Securities and Exchange Commission on November 2, 2017, and incorporated herein by reference.

10.18 Employment Agreement, dated as of September 7, 2012, by and between Appian Corporation and Robert Kramer.

Previously filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on May 7, 2020, and incorporated herein by reference.

10.19 Employment Agreement, dated as of May 6, 2020, by and between Appian Corporation and Eric Cross.

Previously filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on August 6, 2020, and incorporated herein by reference.

10.20 Appian Corporation Employee Stock Purchase Plan.

Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on August 5, 2021, and incorporated herein by reference.

10.21 Third Amendment to Deed of Lease, dated as of November 30, 2021, between Appian Corporation and Tamares 7950 Owner LLC.

Filed herewith.

10.22 Agreement of Sublease, dated as of November 30, 2021, between Appian Corporation and Octagon, Inc.

10.27 Senior Secured Credit Facilities Credit Agreement, dated as of November 3, 2022, by and among Appian Corporation, Wells Fargo Bank, National Association, Comerica Bank, and Silicon Valley Bank.

Filed herewith.

10.23 Agreement on the Sale and Transfer of Shares dated as of August 4, 2021, by and among Appian Europe Ltd., and each of the Sellers and Managers identified therein.

Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on November 4, 2021, and incorporated herein by reference.

10.24 First Loan Modification Agreement, dated as of December 30, 2021, by and between Appian Corporation and Silicon Valley Bank.

10.28 Joinder and First Amendment to Credit Agreement, dated as of December 13, 2022, by and among Appian Corporation, MUFG Bank, Ltd., Wells Fargo Bank, National Association, Comerica Bank, and Silicon Valley Bank.

Filed herewith.

25 unchanged sentences

Form 10-K Summary.

Not applicable.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

1 unchanged sentence

February 16, 2023 By:

/s/ Matthew Calkins

Matthew Calkins

Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Matthew Calkins, Mark Lynch, and Christopher Winters, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Matthew Calkins /s/ Mark Matheos

Matthew Calkins Name:

Chief Executive Officer and Chairman of the Board (Principal Executive Officer) Title:

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Matthew Calkins, Mark Matheos, and Christopher Winters, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitutes, may lawfully 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.

6 unchanged sentences

February 16, 2023

/s/ Mark Lynch

/s/ Mark Matheos

Chief Financial Officer

1 unchanged sentence

February 16, 2023

/s/ Mark Matheos

Chief Accounting Officer

(Principal Accounting Officer)

February 17, 2022

/s/ Robert C.

/s/ Robert Kramer

Robert Kramer

General Manager and Director February 16, 2023

5 unchanged sentences

Director February 16, 2023

/s/ Michael G.

/s/ Shirley Edwards

Shirley Edwards

Director February 16, 2023

2 unchanged sentences

Director February 16, 2023

/s/ Michael J.

/s/ Mark Lynch

Director February 16, 2023

/s/ William McCarthy

William McCarthy

Director February 16, 2023

/s/ Michael Mulligan

Michael Mulligan

Director February 16, 2023

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