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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-15 · 42 added, 28 removed, 208 unchanged (25% of the section changed)

3 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by a company in the reports it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2023, 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.

Our management, with the participation of our Chief Executive Officer and our Interim Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and Interim Chief Financial Officer concluded, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management's Annual Report on Internal Control Over Financial Reporting

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Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

Our management, including our Chief Executive Officer and Interim Chief Financial Officer, believes our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

However, our management does not expect our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

4 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.

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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

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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.

The plan commences on March 6, 2025 and expires on the earlier of the completion of all authorized transactions under the plan or March 5, 2026.

Other than 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 Global Market.

We expect any amendments to the Code of Conduct or any waivers of its requirement will be disclosed on our website as required by applicable law or the listing standards of the Nasdaq Global 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.

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

Executive Compensation.

79 unchanged sentences

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

10.17 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.

10.17 Letter of Engagement dated October 10, 2024 by and between Appian Corporation and Mark Lynch.

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

001-38098) filed with the S ecurities and Exchange Commission on Novem ber 7, 2024 , and incorporat ed herein by reference.

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

37 unchanged sentences

001-38098) filed with the Securities and Exchange Commission on August 3, 2023, and incorporated herein by reference.

10.30 Joinder and Fourth Amendment to Credit Agreement, dated as of February 12, 2024, by and among Appian Corporation, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, MUFG Bank, Ltd., Wells Fargo Bank, N.A., Comerica Bank, Customers Bank, The Toronto-Dominion Bank, New York Branch, and The Bank of Nova Scotia.

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 2, 2024, and incorporated herein by reference.

10.31 Fifth Amendment to Credit Agreement, dated as of March 12, 2024, by and among Appian Corporation, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, Wells Fargo Bank, N.A., Comerica Bank, MUFG Bank, Ltd., Customers Bank, The Toronto-Dominion Bank, New York Branch, and The Bank of Nova Scotia.

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 2, 2024, and incorporated herein by reference.

10.32 Employment Agreement, dated as of November 20, 2024, by and between Appian Corporation and Mark Dorsey.

Filed herewith.

19 Insider Trading Policy.

Filed herewith.

21.1 Subsidiaries of Appian Corporation.

12 unchanged sentences

Filed herewith.

97 Appian Corporation

Compensation Recoupment Policy dated October 31, 2023

F iled herewith.

97 Appian Corporation Compensation Recoupment Policy dated October 31, 2023

P reviously filed as Exhibit 97 to the Company ’ s Annual Report on Form 10-K (File No.

001-38098) filed with the Securities and Exchange Commission on Fe bruary 15, 20 2 4 , and incorporated herein by reference.

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.

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February 19, 2025 By:

/s/ Matthew Calkins /s/ Mark Matheos

/s/ Matthew Calkins /s/ Mark Lynch

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.

Interim 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 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.

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 19, 2025

/s/ Mark Matheos

Chief Financial Officer

/s/ Mark Lynch

Interim Chief Financial Officer and Director

(Principal Financial Officer)

February 19, 2025

/s/ Michael Beckley

Michael Beckley

Chief Technology Officer and Director

February 19, 2025

/s/ Robert Kramer

Robert Kramer

General Manager and Director

February 19, 2025

“Jack” Biddle, III

4 unchanged sentences

Director February 19, 2025

/s/ Carl ”Boe” Hartman II

Carl “Boe” Hartman II

Director February 19, 2025

/s/ Barbara “Bobbie” Kilberg

1 unchanged sentence

Director February 19, 2025

/s/ Mark Lynch

Director February 15, 2024

/s/ William McCarthy

1 unchanged sentence

Director February 19, 2025

/s/ Michael Mulligan

Michael Mulligan

Director February 15, 2024

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