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Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-16 · 45 added, 23 removed, 191 unchanged (26% of the section changed)

11 unchanged sentences

Changes in 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.

There have been no material changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

6 unchanged sentences

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.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions;

The design of any system of controls

also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate.

1 unchanged sentence

Other Information.

The information set forth below is included herein for purposes of providing disclosure under Form 8-K.

Item 8.01 Other Events

On February 12, 2024, we entered into a Joinder and Fourth Amendment to our Credit Agreement with MUFG Bank, Ltd., Wells Fargo Bank, National Association, Comerica Bank, Customers Bank, TD Bank N.A., Scotiabank, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (the “Fourth Amendment”), to add TD Bank, N.A.

and Scotiabank as additional lenders, increase the total aggregate term loan facility to $ 200.0 million and revolving credit facility to $ 100.0 million, and amend certain covenants and definitions.

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2024.

Rule 10b5-1 Trading Plans

The adoption or termination of contracts, instructions, or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended December 31, 2023 , each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows:

Name Title Action Date Adopted Expiration Date Aggregate # of Securities to be Purchased/Sold

Robert Kramer (1)

General Manager and Director Adoption 12/6/2023 3/5/2025 236,382

(1) Robert Kramer, General Manager and a member of the Board of Directors, entered into a prearranged stock trading plan pursuant to Rule 10b5-1 on December 6, 2023.

Kramer’s plan provides for the potential sale of up to 236,382 shares of Appian Class A common stock.

The plan expires on the earlier of the completion of all authorized transactions under the plan or March 5, 2025.

Other than those disclosed above, none of our directors or officers adopted or terminated a "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

3 unchanged sentences

The Code of Conduct is available on our website at www.appian.com.

We expect any amendments to the Code of Conduct or any waivers of its requirement will be disclosed on our website (www.appian.com) as required by applicable law or the listing standards of the Nasdaq Stock Market.

The information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

5 unchanged sentences

The information required by this item is incorporated by reference to our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2023.

Principal Accounting Fees and Services.

Principal Accountant Fees and Services.

Exhibits, Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(1) Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm are shown in the Index to Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

(1) Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm ( BDO USA, P.C.

McLean, Virginia ;

PCAOB ID # 243 ) are shown in the Index to Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

(2) All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

54 unchanged sentences

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

10.13 Form of Amended and Restated Employment Agreement, dated as of April 27, 2017, by and between Appian Corporation and each of Mark Lynch and Chris Winters.

10.13 Form of Amended and Restated Employment Agreement, dated as of April 27, 2017, by and between Appian Corporation and Chris Winters.

Previously filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No.

3 unchanged sentences

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.

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

Filed herewith .

Previously filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K (File No.

001-38098) filed with the Securities and Exchange Commission on February 16, 2023, and incorporated herein by reference.

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

4 unchanged sentences

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.

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

20 unchanged sentences

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

10.25 Addendum No.

2 to Software Enterprise OEM License Agreement, dated as of August 31, 2023, by and between Appian Corporation and Kx Systems, Inc.

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 November 2, 2023, and incorporated herein by reference.

10.26 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.

Previously filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K (File No.

001-38098) filed with the Securities and Exchange Commission on February 16, 2023, and incorporated herein by reference.

10.27 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.

Previously filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K (File No.

001-38098) filed with the Securities and Exchange Commission on February 16, 2023, and incorporated herein by reference

10.28 Joinder and Second Amendment to Credit Agreement, dated as of February 21, 2023, by and among Appian Corporation, MUFG Bank, Ltd., Wells Fargo Bank, National Association, Comerica Bank, Customers Bank, and Silicon Valley Bank.

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 May 9, 2023, and incorporated herein by reference.

10.29 Third Amendment to Credit Agreement, dated as of June 13, 2023, by and among Appian Corporation, MUFG Bank, Ltd., Wells Fargo Bank, National Association, Comerica Bank, Customers Bank, and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as receiver for Silicon Valley Bridge Bank, N.A.

(as successor to Silicon Valley Bank)).

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 3 , 2023, and incorporated herein by reference.

21.1 Subsidiaries of Appian Corporation.

Filed herewith.

23.1 Consent of BDO USA, LLP, independent registered public accounting firm.

23.1 Consent of BDO USA, P.C., independent registered public accounting firm.

Filed herewith.

9 unchanged sentences

Filed herewith.

97 Appian Corporation

Compensation Recoupment Policy dated October 31, 2023

F iled herewith.

101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

30 unchanged sentences

February 15, 2024

/s/ Robert Kramer

Robert Kramer

General Manager and Director February 16, 2023

“Jack” Biddle, III

1 unchanged sentence

Director February 15, 2024

/s/ Prashanth “PV” Boccassam

Prashanth “PV” Boccassam

Director February 16, 2023

/s/ Shirley Edwards

13 unchanged sentences

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