What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-19 · 303 added, 245 removed, 851 unchanged (39% of the section changed)

33 unchanged sentences

Revenue Recognition for Multiple Performance Obligations

As discussed in Note 3 to the consolidated financial statements, certain of the Company's revenue contracts contain multiple performance obligations that might include cloud subscriptions, term license subscriptions, maintenance and support and professional services.

As discussed in Note 3 to the consolidated financial statements, certain of the Company's revenue contracts contain multiple performance obligations that might include cloud subscriptions, license subscriptions, maintenance and support and professional services.

The Company accounts for individual products and services separately if they are capable of being distinct and are distinct within the context of the contract.

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Total assets $ 691,395 $ 621,039

Liabilities and Stockholders’ (Deficit) Equity

Liabilities and Stockholders’ Deficit

Current liabilities

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Deferred revenue, non-current 8,962 5,477

Deferred tax liabilities — 2

Other non-current liabilities 398 431

1 unchanged sentence

Commitments and contingent liabilities (see Note 13)

Stockholders’ (deficit) equity

Stockholders’ deficit

Class A common stock—par value $ 0.0001 ;

500,000,000 shares authorized as of December 31, 2024 and 2023 and 42,938,701 and 42,169,970 shares issued and outstanding as of December 31, 2024 and 2023, respectively

500,000,000 shares authorized as of December 31, 2025 and 2024 and 43,408,828 and 42,938,701 shares issued as of December 31, 2025 and 2024, respectively

Class B common stock—par value $ 0.0001 ;

100,000,000 shares authorized as of December 31, 2024 and 2023 and 31,090,085 and 31,196,796 shares issued and outstanding as of December 31, 2024 and 2023, respectively

100,000,000 shares authorized as of December 31, 2025 and 2024 and 31,088,085 and 31,090,085 shares issued as of December 31, 2025 and 2024, respectively

Treasury stock at cost, 542,288 shares as of December 31, 2025

Additional paid-in capital 617,318 591,281

1 unchanged sentence

Accumulated deficit ( 610,921 ) ( 612,154 )

Total stockholders’ (deficit) equity

Total stockholders’ deficit

( 46,993 ) ( 32,640 )

Total liabilities and stockholders’ (deficit) equity

Total liabilities and stockholders’ deficit

$ 691,395 $ 621,039

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Total operating expenses 526,729 509,635 492,994

Operating loss

( 60,853 ) ( 107,973 ) ( 145,010 )

Other non-operating expense

Other expense (income), net 6,773 ( 17,603 ) 3,545

Operating income (loss) 609 ( 60,853 ) ( 107,973 )

Other non-operating (income) expense

Other (income) expense, net ( 26,685 ) 6,773 ( 17,603 )

Interest expense 20,850 23,582 17,862

Total other non-operating expense 30,355 259 5,218

Loss before income taxes

( 91,208 ) ( 108,232 ) ( 150,228 )

Total other non-operating (income) expense ( 5,835 ) 30,355 259

Income (loss) before income taxes 6,444 ( 91,208 ) ( 108,232 )

Income tax expense 5,211 1,054 3,209

$ ( 92,262 ) $ ( 111,441 ) $ ( 150,920 )

Net loss per share:

Basic and diluted $ ( 1.26 ) $ ( 1.52 ) $ ( 2.08 )

Net income (loss) $ 1,233 $ ( 92,262 ) $ ( 111,441 )

Earnings (loss) per Class A and Class B share:

Basic $ 0.02 $ ( 1.26 ) $ ( 1.52 )

Diluted $ 0.02 $ ( 1.26 ) $ ( 1.52 )

Weighted average common shares outstanding:

Basic and diluted 72,988 73,102 72,455

Basic 74,049 72,988 73,102

Diluted 74,649 72,988 73,102

The accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

2025 2024 2023

$ ( 92,262 ) $ ( 111,441 ) $ ( 150,920 )

Net income (loss) $ 1,233 $ ( 92,262 ) $ ( 111,441 )

Comprehensive loss, net of income taxes

Foreign currency translation adjustments ( 24,672 ) 11,718 ( 16,326 )

Unrealized gains on available-for-sale securities 63 17 —

Unrealized (losses) gains on available-for-sale securities ( 16 ) 63 17

Other comprehensive loss, net of income taxes

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(in thousands, except share data)

Common Stock Treasury Stock

Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders' Equity (Deficit)

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury Stock

Total Stockholders' Equity (Deficit)

Shares Amount

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Exercise of stock options 1,543,436 — ( 29,643 ) — — 44,104 14,461

Repurchase of common stock ( 1,320,531 ) — — — — ( 50,019 ) ( 50,019 )

Stock-based compensation expense — — 39,045 — — — 39,045

Other comprehensive loss — — — — ( 16,309 ) — ( 16,309 )

Other comprehensive income — — — 11,781 — — 11,781

Balance December 31, 2024 74,028,786 7 591,281 ( 11,774 ) ( 612,154 ) — ( 32,640 )

Net loss — — — — — ( 92,262 ) ( 92,262 )

Net income — — — — 1,233 — 1,233

Issuance of common stock to directors 22,829 — — — — — —

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Stock-based compensation expense — — 35,380 — — — 35,380

Other comprehensive income — — — — 11,781 — 11,781

Other comprehensive loss — — — ( 24,688 ) — — ( 24,688 )

Balance December 31, 2025 73,954,625 $ 7 $ 617,318 $ ( 36,462 ) $ ( 610,921 ) $ ( 16,935 ) $ ( 46,993 )

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Cash flows from operating activities:

$ ( 92,262 ) $ ( 111,441 ) $ ( 150,920 )

Adjustments to reconcile net loss to net cash provided by (used by) operating activities:

Net income (loss) $ 1,233 $ ( 92,262 ) $ ( 111,441 )

Adjustments to reconcile net income (loss) to net cash provided by (used by) operating activities:

Stock-based compensation 41,540 39,045 43,387

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Amortization of debt issuance costs 600 589 444

Loss on disposal of property and equipment

Benefit for deferred income taxes

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52,540 20,038 91,670

Payments for investments

( 51,630 ) ( 53,443 ) ( 65,283 )

Purchases of investments ( 62,048 ) ( 51,630 ) ( 53,443 )

Purchases of property and equipment ( 3,318 ) ( 3,798 ) ( 9,637 )

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Net cash (used by) provided by financing activities ( 36,278 ) ( 258 ) 79,165

Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash ( 2,029 ) 1,657 ( 159 )

Net (decrease) increase in cash, cash equivalents, and restricted cash ( 30,799 ) ( 1,030 ) 46,421

Cash, cash equivalents, and restricted cash at beginning of period 149,351 150,381 103,960

Cash, cash equivalents, and restricted cash at end of period $ 118,552 $ 149,351 $ 150,381

Effect of foreign exchange rate changes on cash and cash equivalents

3,488 ( 2,029 ) 1,657

Net increase (decrease) in cash and cash equivalents

17,258 ( 30,799 ) ( 1,030 )

Cash and cash equivalents at beginning of period

118,552 149,351 150,381

Cash and cash equivalents at end of period $ 135,810 $ 118,552 $ 149,351

Supplemental cash flow information:

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Organization and Description of Business

Appian Corporation (together with its subsidiaries, “Appian,” the “Company,” “we,” or “our”) is a software company that orchestrates business processes.

The Appian Platform empowers leaders to design, automate, and optimize important processes from start to finish.

With our industry-leading platform and commitment to customer success, Appian is trusted by top organizations to drive transformational process change.

We are headquartered in McLean, Virginia and operate both in the U.S.

and internationally including Australia, Canada, France, Germany, India, Italy, Japan, Mexico, the Netherlands, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.

Appian Corporation (together with its subsidiaries, “Appian,” the “Company,” “we,” or “our”) provides process automation technology.

For over 25 years, our highly reliable and scalable platform has been leveraged by large enterprises and governments.

Combining leading edge process orchestration and intelligence, we provide everything an organization needs to design, automate, and optimize critical processes, facilitating continuous adaptation in changing environments.

We are headquartered in McLean, Virginia and operate in the United States, and internationally including Australia, Canada, France, Germany, India, Italy, Japan, Mexico, the Netherlands, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.

Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

The accompanying consolidated financial statements and footnotes include the accounts of Appian and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

GAAP”) as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

The accompanying consolidated financial statements include the accounts of Appian and its wholly-owned subsidiaries.

All intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

For the year ended December 31, 2025, the Company reclassified certain information technology, cybersecurity and facility operating expenses from general and administrative expenses to cost of revenue, research and development, and sales and marketing expense.

Prior year amounts have been reclassified to conform to the current period presentation.

The revised presentation did not result in any changes to previously reported revenues, operating income (loss), income (loss) before income taxes, net income (loss), or earnings (loss) per share.

Use of Estimates

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Although we believe the estimates we use are reasonable, due to the inherent uncertainty involved in making these estimates, actual results reported in future periods could differ from those estimates.

Significant estimates embedded in the consolidated financial statements include, but are not limited to, revenue recognition, income taxes and the related valuation allowance established against deferred tax assets, the amortization period of deferred commissions, the amortization period of the cost to obtain the judgment preservation insurance policy (as discussed in Note 13), lease impairments, and stock-based compensation.

Revenue Recognition

Refer to Note 3 for a detailed discussion on specific revenue recognition principles related to our major revenue streams.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of Credit and Customer Risk

Our financial instruments exposed to concentration of credit and customer risk consist primarily of cash, cash equivalents, accounts receivable, and our short-term investments.

Our financial instruments exposed to concentration of credit and customer risk consist primarily of cash, cash equivalents, accounts receivable, and short-term investments and marketable securities.

Deposits held with banks may exceed the amount of insurance provided on such deposits;

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With regard to our customers, credit evaluation and account monitoring procedures are used to minimize the risk of loss.

Revenue generated from government agencies represented 32.2 %, 29.1 %, and 26.1 % of our revenue for the years ended December 31, 2024, 2023, and 2022, respectively, of which the top three U.S.

Revenue generated from U.S.

federal government agencies was 25.3 %, 23.9 %, and 21.3 % of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively.

The top three U.S.

federal government agencies generated 3.9 %, 4.0 %, and 4.2 % of our revenue for the years ended December 31, 2025, 2024, and 2023, respectively.

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No single customer accounted for more than 10% of our total revenue during the years ended December 31, 2025, 2024, and 2023.

As of December 31, 2024, we had one reseller whose balance comprised 17.5 % of total accounts receivable.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash, Cash Equivalents, and Restricted Cash

We consider all highly liquid investments with original maturities of three months or less, as well as overnight repurchase agreements, to be cash equivalents.

Restricted cash consisted of cash designated to settle an escrow liability stemming from a holdback agreement related to our acquisition of Lana Labs GmbH.

We paid the remaining amount owed on August 11, 2023.

The following table presents a reconciliation of cash, cash equivalents, and restricted cash as presented in the consolidated statements of cash flows (in thousands):

Year Ended December 31,

2024 2023 2022

As of December 31, 2025 and 2024, we had one reseller whose accounts receivable balance comprised 13.4 % and 17.5 % of total accounts receivable, respectively.

Cash and Cash Equivalents

Restricted cash, current — — 2,249

Total cash, cash equivalents, and restricted cash $ 118,552 $ 149,351 $ 150,381

Accounts Receivable and Allowance for Expected Credit Losses

We consider all highly liquid investments with original maturities of three months or less, as well as overnight repurchase agreements, to be cash equivalents.

Allowance for Expected Credit Losses

Accounts receivable and unbilled revenue are stated at realizable value, net of an allowance for expected credit losses.

The allowance is based on our assessment of the collectability of accounts and incorporates an estimation of expected lifetime credit losses on our receivables.

We regularly review the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable economic forecasts that affect collectibility.

If the financial condition of our customers were to deteriorate, resulting in their inability to make required payments, additional provisions for doubtful accounts would be required and would increase bad debt expense.

If the financial condition of our customers were to deteriorate, resulting in their inability to make required payments, additional provisions for expected credit losses would be required and would increase bad debt expense.

Activity in the allowance for doubtful accounts was as follows (in thousands):

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Ending balance $ 3,362 $ 3,396 $ 2,606

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred Commissions

1 unchanged sentence

These costs are recorded as deferred commissions in the consolidated balance sheets.

Costs to obtain a contract for a new customer or upsell an existing customer are amortized over an estimated economic life of five years as sales commissions on these types of activities are not commensurate with sales commissions on contract renewals.

Costs to obtain a subscriptions contract for a new customer or upsell an existing customer’s subscriptions are amortized over an estimated economic life of five years as sales commissions on initial sales are not commensurate with sales commissions on contract renewals.

Commissions paid relating to contract renewals are deferred and amortized over the related renewal period.

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Costs to obtain a contract for professional services arrangements are expensed as incurred as the contractual period of our professional services arrangements are one year or less.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amortization associated with deferred commissions is recorded to sales and marketing expense in our consolidated statements of operations.

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otherwise, goodwill must be tested for impairment.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

When performing the quantitative test, we determine the fair value of the reporting unit and compare it to the carrying amount, including goodwill.

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No goodwill impairment was identified in the years ended December 31, 2025, 2024, and 2023.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation

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The discount rates related to our lease liabilities are based on estimates of our incremental borrowing rate on a secured basis, as the discount rates implicit in our lease agreements cannot be readily determined.

Basic and Diluted Loss per Common Share

We compute net loss per common share using the two-class method required for multiple classes of common stock and participating securities.

Basic and Diluted Income or Loss per Common Share

We compute net income or loss per common share using the two-class method required for multiple classes of common stock and participating securities.

The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting and conversion rights.

Accordingly, the Class A common stock and Class B common stock share equally in our net losses.

Basic net loss per common share is computed by dividing net loss by the weighted-average number of shares of common shares outstanding during the period.

Diluted net loss per common share is computed similar to basic, except the weighted average number of common shares outstanding is increased to include additional outstanding shares from the assumed exercise of stock options and vesting of RSUs, if dilutive.

Accordingly, the Class A common stock and Class B common stock share equally in our net income or losses.

Basic net income or loss per common share is computed by dividing net income or loss by the weighted-average number of shares of common shares outstanding during the period.

Diluted net income per common share is computed similar to basic, except the weighted average number of common shares outstanding is increased to include additional outstanding shares from the assumed exercise of stock options and vesting of RSUs, if dilutive.

The dilutive effect, if any, of convertible shares is calculated using the treasury stock method.

As we reported net losses for all periods presented, all outstanding shares would be considered antidilutive if they were assumed to be vested or exercised.

For periods where we reported net losses all outstanding shares would be considered antidilutive if they were assumed to be vested or exercised.

We use the asset and liability method of accounting for income taxes in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

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A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world.

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The estimate of the potential outcome of any uncertain tax issue is subject to our assessment of relevant risks, facts, and circumstances existing at that time.

To the extent the

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

assessment of such tax position changes, we record the change in estimate in the period in which we make that determination.

To the extent the assessment of such tax position changes, we record the change in estimate in the period in which we make that determination.

Foreign Currency

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Assets and liabilities are translated at the closing rates on the balance sheet date.

Gains and losses on translation of these accounts are accumulated and reported as a separate component of stockholders’ equity and other comprehensive loss.

Gains and losses on foreign currency transactions are recognized in the accompanying consolidated statements of operations as a component of ‘Other expense (income), net’.

Gains and losses from transactions denominated in foreign currencies resulted in net transaction losses of $ 16.8 million, net transaction gains of $ 8.7 million, and net transaction losses of $ 6.1 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Gains and losses on translation of these accounts are accumulated and reported as a separate component of stockholders’ equity (deficit) and other comprehensive loss.

Gains and losses on foreign currency transactions are recognized in the accompanying consolidated statements of operations as a component of ‘Other (income) expense, net’.

Gains and losses from transactions denominated in foreign currencies resulted in net transaction gains of $ 19.8 million, net transaction losses of $ 16.8 million, and net transaction gains of $ 8.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Research and Development Expenses

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Severance costs related to benefits provided in accordance with mutually understood and ongoing agreements are recognized when an obligation has been incurred, it is probable the benefits will be paid, and the amount to be paid can be reasonably estimated.

Severance costs totaled $ 5.5 million and $ 6.3 million for the years ended December 31, 2024 and 2023, respectively.

No severance costs were incurred related to an involuntary reduction in our workforce for the year ended December 31, 2025.

The majority of the severance liability was paid to the impacted employees by December 31, 2024.

Severance costs totaled $ 5.5 million and $ 6.3 million for the years ended December 31, 2024 and 2023, respectively.

Advertising Expenses

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Treasury Stock

We account for treasury stock under the cost method.

In 2024, we reissued treasury stock to satisfy employee stock option exercises and the vesting of restricted stock units as well as for issuances of common stock to our Board of Directors.

Because we are in an accumulated deficit position, all reissuances of treasury stock have been recorded as a decrease to additional-paid-in-capital in our consolidated balance sheets.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We account for treasury stock under the cost method.

We reissue treasury stock to satisfy employee stock option exercises and the vesting of restricted stock units as well as for issuances of common stock to our Board of Directors.

Because we are in an accumulated deficit position, all reissuances of treasury stock were recorded as a decrease to additional-paid-in-capital in our consolidated balance sheets.

Recent Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvement to Reportable Segment Disclosures, which enhances the disclosure requirements for operating segments in our annual and interim consolidated financial statements.

The new guidance is effective for us beginning with our annual reporting for fiscal year 2024 and for interim period reporting beginning in fiscal year 2025 and will be applied on a retrospective basis.

The new ASU requires public companies to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

Additionally, it requires public companies to disclose the title and position of the Chief Operating Decision Maker.

The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

This guidance also applies to public entities that have only one segment.

This ASU only impacted our disclosures with no impacts to our results of operations, cash flows, and financial condition.

Refer to Note 14 for further details.

Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Tax (Topic 740):

1 unchanged sentence

In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.

The new guidance will be effective for our annual reporting for fiscal year 2025 on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

This ASU will only impact our disclosures with no impacts to our results of operations, cash flows and financial condition.

In March 2024, the SEC issued its final climate disclosure rule, which requires the disclosure of material Scope 1 and Scope 2 greenhouse gas emissions and other climate-related topics in annual reports if they are reasonably likely to have a material impact on the Company’s business.

For large accelerated filers, disclosure requirements will begin phasing in for fiscal years beginning on or after January 1, 2025.

Subsequent to issuance, the rules became the subject of litigation, and the SEC has issued a stay to allow the legal process to proceed.

We are currently evaluating the impact these rules will have on our financial statements and related disclosures and will monitor the litigation progress for possible impacts on the disclosure requirements under the rules.

The ASU only impacted our disclosures with no impact to our results of operations, cash flows, and financial condition.

Refer to Note 9 for our disclosure.

Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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We are currently evaluating the impact this standard will have on our financial statement presentation and disclosures.

Revenue Recognition

We generate subscriptions revenue primarily through the sale of cloud subscriptions bundled with maintenance and support and hosting services as well as term license subscriptions bundled with maintenance and support.

We generate professional services revenue from fees for our consulting services, including application development and deployment assistance as well as training related to our platform.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient allowing companies to assume the conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets.

The new guidance will be effective for our annual and interim period reporting beginning in fiscal year 2026 on a prospective basis.

We are currently evaluating the impact this standard will have on our financial statement presentation and disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40), which, among other changes, replaces the stage-based capitalization model with a principles-based model clarifying capitalization is to begin when (i) management has authorized and committed to funding a software project and (ii) it is probable the project will be completed and the software will be used to perform the function intended.

The new guidance will be effective for our annual and interim period reporting beginning in fiscal year 2028 and can be applied prospectively, retrospectively, or via a modified transition approach.

Early adoption is permitted.

We are currently evaluating the impact this standard will have on our financial statement presentation and disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements, which is intended to improve the navigability of the guidance in ASC 270 - Interim Reporting and clarify when it applies.

Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP.

ASU 2025-11 also addresses the form and content of such financial statements, interim disclosure requirements, and establishes a principle under which we must disclose events since the end of the last annual reporting period that have a material impact on the entity.

The new guidance will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We are currently evaluating the impact this standard will have on our financial statement presentation and disclosures.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

We generate subscriptions revenue primarily through the sale of cloud subscriptions bundled with maintenance and support and hosting services, license subscriptions, and maintenance and support for license subscriptions.

We generate professional services revenue from fees for our consulting services, including application development and deployment assistance as well as training related to our platform.

The following table summarizes revenue recorded during the years ended December 31, 2025, 2024, and 2023 (in thousands):

2 unchanged sentences

Cloud subscriptions $ 437,361 $ 368,030 $ 304,481

Term license subscriptions 92,188 82,282 79,753

License subscriptions

105,849 92,188 82,282

Maintenance and support 33,252 30,350 25,574

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Each category contains one or more performance obligations that are either (1) capable of being distinct (i.e., the customer can benefit from the product or service on its own or together with readily available resources, including those purchased separately from us) and distinct within the context of the contract (i.e., separately identified from other promises in the contract) or (2) a series of distinct products or services that are substantially the same and have the same pattern of transfer to the customer.

Our term license subscriptions are delivered at a point in time while our cloud subscriptions, maintenance and support, and professional services are delivered over time.

Our license subscriptions are delivered at a point in time while our cloud subscriptions, maintenance and support, and professional services are delivered over time.

Subscriptions Revenue

Subscriptions revenue is primarily related to (1) cloud subscriptions bundled with maintenance and support and hosting services and (2) term license subscriptions bundled with maintenance and support.

Subscriptions revenue is primarily related to (1) cloud subscriptions bundled with maintenance and support and hosting services and (2) license subscriptions, and (3) maintenance and support for license subscriptions.

We generally charge subscription fees on a per-user basis or through non-user-based single application licenses.

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We generate cloud-based subscriptions revenue primarily from the sales of subscriptions to access our cloud offering, together with related support services to our customers.

We perform all required maintenance and support for our cloud offering.

Revenue is recognized on a ratable basis over the contract term beginning on the date the service is made available to the customer.

We perform all required maintenance and support for our cloud offering, and the related revenue is reported as a component of cloud subscriptions revenue.

Cloud subscriptions revenue is recognized on a ratable basis over the contract term beginning on the later of the date service is made available to the customer or the commencement of the contract term.

Our cloud-based subscription contracts generally have a term of one to three years in length.

We bill customers and collect payment for subscriptions to our platform in advance, and they are non-cancellable.

Term License Subscriptions

Our term license subscriptions revenue is derived from customers with on-premises installations of our platform.

The majority of our term license contracts are one year in length.

Although term license subscriptions are sold with maintenance and support, the software is fully functional at the beginning of the subscription and is considered a distinct performance obligation.

If a cloud-based subscription includes the right for the customer to take possession of the license, the revenue is treated as a term license.

Revenue from term license subscriptions is recognized when control of the software license has transferred to the customer, which is the later of delivery or commencement of the contract term.

Maintenance and Support

Maintenance and support subscriptions include both technical support and when-and-if-available software upgrades, which are treated as a single performance obligation as they are considered a series of distinct services

License Subscriptions

Our license subscriptions revenue is derived from customers with on-premises installations of our platform and customers with legacy perpetual licenses.

The majority of our license contracts are one year in length.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

that are substantially the same and have the same duration and measure of progress.

license subscriptions are sold with maintenance and support, the software is fully functional at the beginning of the subscription and is considered a distinct performance obligation.

If a cloud-based subscription includes the right for the customer to take possession of the license, the revenue is treated as a license.

Revenue from license subscriptions is recognized when control of the software license has transferred to the customer, which is the later of delivery or commencement of the contract term.

Maintenance and Support

Maintenance and support for license subscriptions include both technical support and when-and-if-available upgrades, which are treated as a single performance obligation as they are considered a series of distinct services that are substantially the same and have the same duration and measure of progress.

Revenue from maintenance and support is recognized ratably over the contract period, which is the period over which the customer has continuous access to maintenance and support.

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however, such true-up adjustments are not expected to be material.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Allocating the Transaction Price Based on Standalone Selling Prices (“SSP”)

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We establish SSP as follows:

Cloud subscriptions - Given the highly variable selling price of our cloud subscriptions, we establish the SSP of our cloud subscriptions using a residual approach after first determining the SSP of consulting and training services.

Cloud subscriptions - Given the highly variable selling price of our cloud subscriptions and the related maintenance and support, we establish the SSP using a residual approach after first determining the SSP of consulting and training services.

We have concluded the residual approach to estimating the SSP of our cloud subscriptions is an appropriate allocation of the transaction price.

Term license subscriptions - Given the highly variable selling price of our term license subscriptions, we have established the SSP of term license subscriptions using a residual approach after first determining the SSP of

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

maintenance and support.

Maintenance and support is sold on a standalone basis in conjunction with renewals of our legacy perpetual software licenses and within a narrow range of the net license fee.

Because an economic relationship exists between the license and maintenance and support, we have concluded the residual approach to estimating the SSP of term license subscriptions is an appropriate allocation of the transaction price.

Maintenance and support - We establish the SSP of maintenance and support as a percentage of the stated net subscription fee based on observable pricing of maintenance and support renewals from our legacy perpetual software licenses.

License subscriptions - Given the highly variable selling price of our license subscriptions, we have established the SSP of license subscriptions using a residual approach after first determining the SSP of the related maintenance and support.

Maintenance and support for license subscriptions is sold on a standalone basis in conjunction with renewals of our legacy perpetual software licenses and within a narrow range of the net license fee.

Because an economic relationship exists between the license and maintenance and support, we have concluded the residual approach to estimating the SSP of license subscriptions is an appropriate allocation of the transaction price.

Maintenance and support - We establish the SSP of maintenance and support for license subscriptions as a percentage of the stated net subscription fee based on observable pricing of maintenance and support renewals from our legacy perpetual software licenses.

Consulting and training services - The SSP of consulting and training services is established based on the observable pricing of standalone sales within each geographic region where the services are sold.

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Contract assets, non-current *

643 915 1,720

Total contract assets $ 11,085 $ 13,576 $ 12,967

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* Current and non-current contract assets are reported as components of the ‘Prepaid expenses and other current assets’ and ‘Other assets’ line items, respectively, in our consolidated balance sheets.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue recognized from amounts included in contract liabilities at the beginning of the period totaled $ 281.7 million, $ 234.5 million, and $ 196.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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Our operating leases have remaining lease terms with various expiration dates through 2031, and some leases include options to extend the term for up to an additional 10 years.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Right-of-Use (“ROU”) Assets and Lease Liabilities

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We have lease agreements which require payments for lease and non-lease components (i.e., common area maintenance) that are accounted for as a single lease component.

Variable lease payment amounts that cannot be determined at the commencement of the lease such as maintenance costs, utilities, and service charges are not included in right-of-use (“ROU”) assets or lease liabilities but rather are expensed as incurred and recorded as variable lease expense.

Variable lease payment amounts that cannot be determined at the commencement of the lease such as maintenance costs, utilities, and service charges are not included in ROU assets or operating lease liabilities but rather are expensed as incurred and recorded as variable lease expense.

We often receive customary incentives from our landlords such as tenant improvement allowances (“TIAs”) and rent abatement periods, which effectively reduce total lease payments owed for the leases.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the components of lease expense for the years ended December 31, 2025, 2024, and 2023 (in thousands, exclusive of sublease income):

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Lease Impairment Charges

In connection with headcount reductions approved in June 2024 and our continued efforts to streamline operations and maximize efficiencies, we initiated supplemental actions to reduce the footprint of our leased office spaces.

Pursuant to these initiatives, we amended and extended the terms of our existing sublease agreement and are seeking a sublease for an additional floor within our corporate headquarters facility.

During the year ended December 31, 2024, we recorded non-cash lease impairment charges of $ 5.5 million within general and administrative expenses in our consolidated statements of operations.

These charges represented the amount the carrying value of two asset groups, consisting of two separate floors within our corporate headquarters facility, exceeded their estimated fair values.

The fair values of the two asset groups were

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

measured using discounted cash flow models based on market rents and sublease incomes projected over the remaining lease terms.

No impairment charges were incurred during the years ended December 31, 2023 and 2022.

In 2024, we initiated actions to reduce the footprint of our leased office spaces.

For the year ended December 31, 2024, we recorded non-cash lease impairment charges of $ 5.5 million within general and administrative expenses in our consolidated statements of operations related to two separate floors within our corporate headquarters facility.

The non-cash lease impairment charges represented the amount the carrying value of the two asset groups exceeded their estimated fair values.

The fair values of the two asset groups were measured using discounted cash flow models based on market rents and sublease incomes projected over the remaining lease terms.

During the year ended December 31, 2025, we recognized an incremental $ 0.8 million lease impairment charge related to one of the floors within our corporate headquarters that we ceased use of during 2024.

The impairment charge represents the amount the carrying value of the underlying asset exceeded its estimated fair value, which was determined by utilizing a discounted cash flow approach that incorporated lower than previously expected sublease income assumptions based on current market conditions.

No impairment charges were incurred during the year ended December 31, 2023.

Supplemental Lease Information

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Weighted average discount rate 9.4 % 9.4 %

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental cash flow and expense information related to operating leases for the years ended December 31, 2025, 2024, and 2023 is shown below (in thousands):

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Interest expense on operating lease liabilities 5,782 6,340 6,380

No TIA reimbursements were received during the year ended December 31, 2024.

For each of the years ended December 31, 2023 and 2022, TIA reimbursements totaled $ 2.6 million.

A summary of our future minimum lease commitments under non-cancellable leases as of December 31, 2024 is shown below (in thousands):

Operating Leases

No tenant improvement allowance reimbursements were received during the years ended December 31, 2025 and 2024.

For the year ended December 31, 2023, TIA reimbursements totaled $ 2.6 million.

A summary of our future minimum lease commitments under non-cancellable operating leases as of December 31, 2025 is shown below (in thousands):

Year Ended December 31,

2026 $ 13,808

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Total $ 58,874

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Goodwill and Intangible Assets

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Balance as of December 31, 2025

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets, net consisted of the following as of December 31, 2025 and 2024 (in thousands):

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accumulated amortization

( 7,301 ) ( 5,341 )

Intangible assets, net $ 1,246 $ 2,240

Intangible amortization expense was $ 1.5 million for each of the years ended December 31, 2024, 2023, and 2022.

Intangible amortization expense was $ 1.2 million for the year ended December 31, 2025 and $ 1.5 million for each of the years ended December 31, 2024 and 2023.

As of December 31, 2025, the weighted average remaining amortization periods for developed technology and customer relationships were approximately 0.7 years and 5.3 years, respectively.

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Total projected amortization expense $ 1,246

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment, net

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Depreciation expense totaled $ 8.5 million, $ 8.5 million, and $ 8.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

During the years ended December 31, 2024, 2023, and 2022, we disposed of or retired $ 1.3 million, $ 1.4 million, and $ 1.0 million worth of fully depreciated property and equipment, respectively.

We had no disposals or retirements during the year ended December 31, 2025.

We disposed of $ 1.3 million and $ 1.4 million worth of fully depreciated property and equipment during the years ended December 31, 2024 and 2023, respectively.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accrued Expenses

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As of December 31,

Hosting costs $ 3,047 $ 2,973

Hosting costs and license fees

$ 6,570 $ 3,715

Contract labor costs 2,600 1,043

Marketing and tradeshow expenses 1,728 685

Audit and tax fees

Taxes payable 1,953 1,285

Audit and tax services

Legal costs 1,438 289

Reimbursable employee expenses 1,123 1,569

Third party license fees 668 678

Marketing and tradeshow expenses 892 1,728

Capital expenditures — 66

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We have been using the proceeds to fund the growth of our business and support our working capital requirements.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Under the agreement, we may elect whether amounts drawn bear interest on the outstanding principal amount at a rate per annum equal to either (a) the higher of the Prime rate or the Federal Funds Effective rate (“Base Rate”) plus 0.5 % or (b) the forward-looking term rate based on the secured overnight financing rate (“Term SOFR”).

An additional interest rate margin is added to the elected interest rates.

An additional interest rate margin is added to the elected interest rate.

During the first three years of the Credit Agreement, the additional interest rate margin ranges from 1.5 % to 2.5 % in the case of Base Rate advances or from 2.5 % to 3.5 % in the case of Term SOFR advances, depending on our debt to recurring revenue leverage ratio (as defined in the Credit Agreement).

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The Credit Agreement also provides for customary events of default, including but not limited to, non-payment, breaches, or defaults in the performance of covenants, insolvency, bankruptcy, and the occurrence of a material adverse effect on us.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes outstanding debt balances as of December 31, 2025 and 2024 (in thousands):

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As of December 31, 2025, we were in compliance with all covenants contained in the Credit Agreement.

In addition, we had $ 62.0 million outstanding borrowings under our $ 100.0 million revolving credit facility, and we had outstanding letters of credit totaling $ 14.6 million in connection with securing our leased office space.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2024, 2023, and 2022, our loss before income taxes was comprised of the following (in thousands):

In addition, we had $ 62.0 million outstanding under our $ 100.0 million revolving credit facility, and we had outstanding letters of credit totaling $ 14.7 million in connection with securing leased office spaces.

For the years ended December 31, 2025, 2024, and 2023, our income (loss) before income taxes was comprised of the following (in thousands):

Year Ended December 31,

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Total $ 6,444 $ ( 91,208 ) $ ( 108,232 )

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2025, 2024, and 2023, our income tax expense was comprised of the following (in thousands):

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Total income tax expense $ 5,211 $ 1,054 $ 3,209

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2024, 2023, and 2022, the provision for income taxes differs from the amount computed by applying the federal statutory income tax rates to our loss before the provision for income taxes as follows:

For the year ended December 31, 2025, the provision for income taxes differs from the amount computed by applying the federal statutory income tax rates to our income before the provision for income taxes as follows:

Year Ended December 31, 2025

federal statutory tax rate

$ 1,353 21.0 %

State income taxes, net of federal income tax effect (1)

Foreign tax effects

Statutory income tax rate differential ( 1,193 ) ( 18.5 )

Net operating loss expiration 2,185 33.9

Unrealized currency translation gain

Changes in valuation allowances

( 5,039 ) ( 78.2 )

Other foreign jurisdictions

Effect of cross-border tax laws

Global intangible low-taxed income

( 2,283 ) ( 35.4 )

Research & development tax credits

( 3,991 ) ( 61.9 )

Changes in valuation allowances

Non-taxable or Non-deductible Items

Share-based compensation

Changes to unrecognized tax benefits

Total tax provision and effective tax rate

$ 5,211 80.9 %

(1) State taxes in Texas primarily make up this category.

The largest state by apportionment percentage is Virginia.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2024 and 2023, the provision for income taxes differs from the amount computed by applying the federal statutory income tax rates to our income before the provision for income taxes as follows:

Percentage of Pretax Earnings

federal statutory tax rate 21.0 % 21.0 %

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Foreign rate differential

( 4.0 ) ( 3.1 )

Nondeductible expenses

( 1.0 ) ( 0.7 )

Foreign tax expense

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Unrecognized tax benefits

( 1.5 ) ( 1.8 )

Global intangible low-taxed income

Change in tax rate

Other ( 0.5 ) 0.2 ( 0.5 )

Return to provision

Deferred adjustments

( 1.4 ) ( 3.0 )

Change in valuation allowance

Total ( 1.2 ) % ( 3.0 ) % ( 0.5 ) %

The effective tax rate of ( 1.2 )% in 2024 includes $ 27.6 million of tax expense attributable to the change in the valuation allowance in the United States and Switzerland, partially offset by $ 6.7 million of favorable tax benefits for research credits.

In 2023, the effective tax rate of ( 3.0 )% included $ 27.3 million of tax expense attributable to the change in the valuation allowance in the United States and Switzerland, partially offset by $ 10.3 million of favorable tax benefits for research credits.

In 2022, the effective tax rate of ( 0.5 )% included $ 39.2 million of tax expense attributable to the change in the valuation allowance in the United States, Switzerland, and Germany partially offset by $ 8.6 million of favorable tax benefits for research credits.

( 30.3 ) ( 25.2 )

( 1.2 ) % ( 3.0 ) %

The 2025 effective tax rate of 80.9 % is detailed in the above table.

The effective tax rate is driven by jurisdictional profitability mix;

specifically, tax losses in the U.S.

and Switzerland provided no tax benefit, while profits in other international jurisdictions remained subject to tax.

In 2024, the effective tax rate of ( 1.2 )% included $ 27.6 million of tax expense attributable to the change in the valuation allowances in the United States and Switzerland, partially offset by $ 6.7 million of favorable tax benefits for research credits.

In 2023, the effective tax rate of ( 3.0 )% included $ 27.3 million of tax expense attributable to the change in the valuation allowances in the United States and Switzerland, partially offset by $ 10.3 million of favorable tax benefits for research credits.

APPIAN CORPORATION

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As of December 31, 2025, we had $ 302.1 million of gross NOL carryforwards generated after 2017 for U.S.

federal tax purposes, which may be used to offset 80% of our taxable income annually.

federal tax purposes, which may be used to offset up to 80% of our taxable income annually.

Section 382 of the Internal Revenue Code limits the utilization of NOL carryforwards when ownership changes occur, as defined by that section.

A number of states have similar state laws that limit utilization of state NOL carryforwards when ownership changes occur.

We have performed an analysis of our Section 382 ownership changes and have determined all U.S.

A number of states have similar laws that limit utilization of state NOL carryforwards when ownership changes occur.

We have performed an analysis of our Section 382 ownership changes and determined all U.S.

federal and state NOL carryforwards are available for use as of December 31, 2025.

Beginning in 2022, the TCJA eliminated the option to deduct research and development expenditures immediately in the year incurred and requires companies to amortize such expenditures over five or fifteen years for tax purposes, depending on whether the activities were incurred in the U.S.

or outside of the U.S.

The new research and development expenditures rules resulted in a tax-effected deferred tax asset (before valuation allowance) of approximately $ 45.8 million and $ 35.0 million as of December 31, 2024 and 2023, respectively.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

to the full valuation allowance recorded against our U.S.

deferred tax assets, there was no impact to net deferred tax assets.

Additionally, there was no cash tax impact for 2024 due to our ability to use NOL carryforwards to fully offset taxable income generated by the changes to research and development expenditures.

As of December 31, 2025 and 2024, we had $ 36.5 million and $ 32.5 million, respectively, of U.S.

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gross state NOL carryforwards of $ 325.6 million and $ 297.5 million, respectively.

We had tax-effected state NOL carryforwards of $ 17.8 million and $ 17.0 million as of December 31, 2024 and 2023, respectively.

We had tax-effected state NOL carryforwards of $ 17.1 million and $ 17.8 million as of

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024, respectively.

The rules regarding carryforwards vary from state to state, and the ability to utilize NOLs varies based on timing and amount.

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As of December 31, 2025, we have a valuation allowance of $ 22.6 million against foreign deferred tax assets at our subsidiary in Switzerland.

Based on our cumulative operating results as of December 31, 2024 and assessment of our expected future results of operations, we determined it was not more likely than not we would be able to realize the deferred tax assets prior to expiration.

Based on our cumulative operating results as of December 31, 2025 and an assessment of expected future results of operations, we determined it was not more likely than not we would be able to realize the deferred tax assets prior to expiration.

We plan to distribute previously undistributed earnings of our foreign subsidiaries back to the United States in future years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2025, 2024, and 2023, cash paid, net of refunds received, consisted of the following:

Year Ended December 31,

2025 2024 2023

Aggregated state and local jurisdictions (1)

Disaggregated foreign jurisdictions:

Australia 829 298 664

Canada 389 84 447

India 524 766 212

Italy 684 359 586

Spain 670 263 567

United Kingdom

1,666 798 835

Net cash paid for income taxes

5,120 3,334 3,999

[1] No jurisdictions are individually above the threshold of 5% of total income taxes paid, net of refunds received, for the periods presented.

As of December 31, 2025 and 2024, we had unrecognized tax benefits of $ 8.8 million and $ 7.8 million, respectively, none of which would affect our effective tax rate if recognized due to the valuation allowance.

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Additions for tax positions in current years 1,374

Additions for tax positions in prior years 256

Reductions for tax positions in prior years

Reductions due to lapse in statutes of limitations —

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Additions for tax positions in current years 1,001

Reductions for tax positions in prior years

Additions for tax positions in prior years

Reductions due to lapse in statutes of limitations —

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We recognize interest and penalties related to uncertain tax positions in income tax expense.

Our uncertain tax positions primarily relate to federal research and development tax credits.

Our uncertain tax positions primarily relate to U.S.

federal research and development tax credits.

During the years ended December 31, 2025, 2024, and 2023, we recognized nominal amounts in interest.

The cumulative balances of interest and penalties as of December 31, 2025 and 2024 were immaterial.

We anticipate total unrecognized tax benefits will not decrease over the next year.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We file income tax returns in the U.S.

federal jurisdiction and in various state and foreign jurisdictions.

Due to the NOL carryforward, tax years 2016 through 2024 remain open to examination by the major taxing jurisdictions to which we are subject.

Due to NOL carryforwards, tax years 2016 through 2025 remain open to examination by the major taxing jurisdictions to which we are subject.

There are no open examinations that would have a meaningful impact to our consolidated financial statements.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted, which extends most expiring TCJA provisions and reforms certain international tax rules.

The application of the OBBBA to the Company did not have a material impact on its financial statements during the year ended December 31, 2025.

Stock-Based Compensation

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In May 2017, our Board of Directors adopted, and our stockholders approved, the 2017 Equity Incentive Plan (the “2017 Plan”).

The 2017 Plan provides for the grant of incentive stock options to employees and for the grant of nonstatutory stock options, restricted stock awards, restricted stock units (“RSUs”), stock appreciation rights, performance-based stock awards, and other forms of equity compensation to employees, including officers, non-employee directors, and consultants.

The 2017 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units (“RSUs”), stock appreciation rights, performance-based stock awards, and other forms of equity compensation to employees, including officers, non-employee directors, and consultants.

We initially reserved 6,421,442 shares of Class A common stock for issuance under the 2017 Plan, which included 421,442 shares that remained available for issuance under our 2007 Stock Option Plan (the “2007 Plan”) at the time the 2017 Plan became effective.

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As of December 31, 2025, there were 7,196,535 shares of Class A common stock reserved for issuance under the 2017 Plan, of which 585,638 are still available to be issued.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Options

In June 2022, our Board of Directors granted a stock option to purchase 700,000 shares of our Class A common stock to our Chief Executive Officer (the “2022 CEO Grant”) under the 2017 Plan with an exercise price of $ 50.63 per share.

In June 2022, our Board of Directors granted our Chief Executive Officer a stock option to purchase 700,000 shares of our Class A common stock under the 2017 Plan with an exercise price of $ 50.63 per share (the “2022 CEO Grant”).

The 2022 CEO Grant is eligible to vest based on the achievement of various stock price appreciation targets of our Class A common stock.

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The fair value of the award at the grant date was $ 18.8 million and is being amortized over derived service periods ranging from 3.4 years to 4.1 years.

The only stock option awarded during the years ended December 31, 2024, 2023, and 2022 was the 2022 CEO Grant.

The following table summarizes the assumptions used to estimate the fair value of the 2022 CEO stock option grant:

Year Ended December 31,

2024 2023 2022

Risk-free interest rate * * 3.01 %

Expected term (in years) * * **

Expected volatility * * 70.00 %

Expected dividend yield * * — %

* Not applicable because no stock options were granted during the period.

** Each Vesting Price Threshold for the 2022 CEO grant has a unique expected term ranging from 3.4 years to 4.1 years.

APPIAN CORPORATION

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2,697,959 $ 20.25 5.1 $ 45,862

Granted 700,000 50.63

Exercised ( 98,610 ) 7.56 3,387

Expired ( 7,900 ) 4.06

Forfeited — —

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Exercised ( 1,543,436 ) 9.37 36,383

Expired ( 384 ) 12.00

Forfeited — —

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247,706 $ 11.53 1.2 $ 5,918

No stock options were vested during the year ended December 31, 2024 and 2023.

The total fair value of stock options that vested during the year ended December 31, 2022 was $ 0.9 million.

No stock options vested during the years ended December 31, 2025, 2024, and 2023.

As of December 31, 2025, the total compensation cost related to unvested stock options not yet recognized, which relates exclusively to the 2022 CEO Grant, was $ 1.0 million.

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Restricted Stock Units

In 2025, we changed our annual bonus program to provide eligible employees with the option to receive a portion or all of their earned annual bonuses for 2025, otherwise payable in cash, in the form of RSUs.

The RSUs will be granted by our Board of Directors during the first quarter of 2026 and be fully vested upon grant.

The portion of the 2025 annual bonus to be paid in the form of RSUs is recorded as stock-based compensation expense while the related obligations are recorded as liabilities in the ‘Accrued compensation and related benefits’ line item on our consolidated balance sheets.

During the year ended December 31, 2025, we recognized $ 5.6 million of stock-based compensation related to this program.

The following table summarizes RSU activity for the years ended December 31, 2025, 2024, and 2023:

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As of December 31, 2025, total unrecognized compensation cost related to unvested RSUs was approximately $ 49.8 million, which will be recognized over a weighted average period of 1.8 years.

Performance Share Units

Pursuant to the terms of his compensation package, our Chief Financial Officer (“CFO”) is entitled to receive a recurring annual grant of performance share units (“PSUs”) valued at $ 1.5 million each year he is employed with the Company.

For 2025, the PSUs will be granted based on the attainment of a financial performance measure aligning our combined revenue growth and margin targets.

If the performance measure is met, the CFO receives 100 % of the value of the PSU whereas if the performance measure is not met, 75 % of the value is received.

The award is subject to a four-year vesting schedule, with 25 % immediately vesting upon grant and per year thereafter.

The calculation of the PSUs to be granted will be made annually after the close of the calendar year and approved at the Board of Directors meeting thereafter.

The award is recorded as stock-based compensation expense while the related obligations are recorded as liabilities in the ‘Accrued compensation and related benefits’ line item on our consolidated balance sheets.

During the year ended December 31, 2025, we recognized $ 0.6 million of stock-based compensation related to this award.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the components of our stock-based compensation expense by instrument type for the years ended December 31, 2025, 2024, and 2023 (in thousands):

16 unchanged sentences

Total stock-based compensation expense $ 41,540 $ 39,045 $ 43,387

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stockholders' Equity

We have authorized 500,000,000 shares of Class A common stock and 100,000,000 shares of Class B common stock, each with a par value of $ 0.0001 per share.

As of December 31, 2024, our shares of Class A common stock, which are publicly traded on the Nasdaq Global Market, totaled 42,938,701 issued and outstanding while our shares of Class B common stock, which are not publicly traded, totaled 31,090,085 issued and outstanding.

As of December 31, 2025, our shares of Class A common stock, which are publicly traded on the Nasdaq Global Market, totaled 43,408,828 issued while our shares of Class B common stock, which are not publicly traded, totaled 31,088,085 issued and outstanding.

The rights of the holders of Class A common stock and Class B common stock are identical except with respect to voting and conversion rights.

The holders of Class A common stock are entitled to one vote per share, and the holders of Class B common stock are entitled to ten votes per share on all matters subject to stockholder vote.

In particular, the holders of Class A common stock are entitled to one vote per share, and the holders of Class B common stock are entitled to ten votes per share on all matters subject to stockholder vote.

The holders of Class B common stock also have approval rights for certain corporate actions.

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In addition, upon the date on which the outstanding shares of Class B common stock represent less than 10 % of the aggregate voting power of our capital stock, all outstanding shares of Class B common stock will convert automatically into Class A common stock.

Basic and Diluted Loss per Common Share

The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2024, 2023, and 2022 (in thousands, except share and per share data):

Share Repurchases

In May 2025, our Board of Directors authorized a program to repurchase up to $ 10.0 million of our common stock from May 2025 to December 2025.

In June 2025, we repurchased 0.3 million shares under this program at an average share price of $ 31.91 , totaling an aggregate cost of $ 10.0 million.

In August 2025, our Board of Directors authorized a second program to repurchase up to an additional $ 10.0 million of our common stock from August 2025 to August 2027.

In September 2025, we repurchased 0.3 million shares under this program at an average share price of $ 30.60 , totaling an aggregate cost of $ 10.0 million.

As of December 31, 2025, shareholders’ equity included 74.0 million shares outstanding, net of 0.5 million shares of common stock held in treasury.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On February 17, 2026, the Board of Directors authorized a program to repurchase up to $ 50.0 million of our common stock (the “Share Repurchase Program”), effective February 2026 through February 2028.

The Share Repurchase Program does not obligate Appian to acquire any specific number of shares, and shares of common stock may be repurchased using a variety of methods, including privately negotiated and/or open market transactions, under plans complying with Rule 10b5-1 of the Exchange Act, as part of accelerated share repurchases, or other methods.

The timing and amount of any purchases of common stock will be based on our liquidity, general business and market conditions, debt covenant restrictions and other factors, including alternative investment opportunities.

Basic and Diluted Earnings (Loss) per Common Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period.

Diluted earnings (loss) per share is computed similar to basic, except the weighted average number of common shares outstanding is increased to include additional outstanding shares from the assumed exercise of stock options and vesting of RSUs and PSUs, if dilutive.

The dilutive effect, if any, of convertible shares is calculated using the treasury stock method.

The following table is a reconciliation of weighted average number of shares outstanding used to compute basic and diluted earnings (loss) per share (in thousands except per share amounts):

Year Ended December 31,

2025 2024 2023

Net loss $ ( 92,262 ) $ ( 111,441 ) $ ( 150,920 )

Weighted average common shares outstanding, basic and diluted 72,988,064 73,102,470 72,455,175

Net loss per share, basic and diluted $ ( 1.26 ) $ ( 1.52 ) $ ( 2.08 )

Due to net losses for the years ended December 31, 2024, 2023, and 2022, basic and diluted net loss per share were equal as the effect of potentially dilutive securities would have been antidilutive.

The following outstanding securities, prior to the use of the treasury stock method, have been excluded from the computation of diluted weighted-average shares outstanding for the respective periods below because they would have been antidilutive to earnings per share:

Year Ended December 31,

Net income (loss)

$ 1,233 $ ( 92,262 ) $ ( 111,441 )

Weighted average common shares outstanding, basic

74,049 72,988 73,102

Effect of dilutive securities

Stock options

Non-vested restricted stock units 1,146,160 1,078,064 1,190,720

Restricted stock units

Performance share units

Weighted average number of shares outstanding - diluted

74,649 72,988 73,102

Earnings (loss) per Class A and Class B share - basic

$ 0.02 $ ( 1.26 ) $ ( 1.52 )

Earnings (loss) per Class A and Class B share - diluted

$ 0.02 $ ( 1.26 ) $ ( 1.52 )

For the year ended December 31, 2025, approximately 1,046,000 outstanding common stock equivalents were excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

As we reported net losses for the years ended December 31, 2024 and 2023, all outstanding shares would be considered antidilutive if they were to be assumed as vested or exercised.

Commitments, Contingencies, and Other Matters

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Specifically, purchase commitments under the agreement total $ 220.0 million over five years .

The agreement, which was originated in July 2021 and amended in October 2024, currently contains minimum annual spending requirements of $ 44.0 million from November 2024 to October 2029.

The agreement, which originated in July 2021 and was amended in October 2024, currently contains minimum annual spending requirements of $ 44.0 million from November 2024 to October 2029.

Spending under this agreement for the years ended December 31, 2025, 2024, and 2023 totaled $ 53.3 million, $ 41.2 million, and $ 36.6 million, respectively.

The timing of payments under the agreement may vary.

We expect to meet our minimum annual spending requirement during the term of the arrangement.

The timing of payments under the agreement may vary, but we expect to meet our minimum annual spending requirement during the term of the arrangement.

APPIAN CORPORATION

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Appian's petition was heard on February 11, 2025.

The timeline for rendering a decision is solely in the control of the Supreme Court.

We cannot predict the outcome of any appeals or the exact time it will take to resolve them.

On January 6, 2026, the Supreme Court of Virginia issued an opinion affirming the opinion rendered by the Court of Appeals on both sides and remanding the case for a retrial.

The timeline for any such retrial is in the control of the courts of Virginia.

We cannot predict the outcome of any further appeals or any retrial or the exact time it will take to resolve them.

Judgment Preservation Insurance

On September 1, 2023, we entered into a Judgment Preservation Insurance (“JPI”) policy in connection with our $ 2.036 billion judgment against Pegasystems.

On September 1, 2023, we obtained a judgment preservation insurance (“JPI”) policy in connection with our original $ 2.036 billion judgment against Pegasystems.

The total cost of the policy was $ 57.3 million and is comprised of the premium, a one-time broker fee, and Virginia lines tax.

The policy provides up to $ 500.0 million of coverage.

The total cost of the policy was capitalized and is being amortized on a straight-line basis over the estimated length of the appeals process.

We currently estimate the total length of the appeals process (solely for amortization purposes) to be approximately four years .

This estimate is reviewed each reporting period.

The total cost of the policy was capitalized and is being amortized on a straight-line basis over the estimated period to obtain a final and unappealable judgment.

Amortization expense associated with the JPI premium is recorded to general and administrative expenses in our consolidated statements of operations.

JPI amortization expense was $ 15.8 million and $ 6.0 million for the years ended December 31, 2024 and 2023, respectively.

JPI amortization expense was $ 12.5 million, $ 15.8 million, and $ 6.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025, $ 12.5 million of the unamortized balance is classified as ‘Prepaid expenses and other current assets’ while the remaining $ 10.4 million is classified as ‘Other assets’ on our consolidated balance sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share Repurchase Program

In February 2024, our Board of Directors authorized a program to repurchase up to $ 50.0 million of our common stock from March 2024 to February 2026.

In March 2024, we repurchased 1.3 million shares under this program at an average share price of $ 37.86 , totaling an aggregate cost of $ 50.0 million.

As of December 31, 2024, shareholders’ equity included 74.0 million shares outstanding, and all treasury shares were reissued.

Segment and Geographic Information

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We have one operating and one reportable segment, representing our consolidated business that helps organizations design, automate, and optimize important business processes from start to finish.

We generate revenue from customers primarily through the sale of cloud and term subscriptions bundled with maintenance and support as well as professional services revenue from fees for our consulting services and training related to our platform.

We generate revenue from customers primarily through the sale of cloud and license subscriptions bundled with maintenance and support as well as professional services revenue from fees for our consulting services and training related to our platform.

Our reportable segment determination is based on our management and internal reporting structure, the nature of the subscriptions and services we offer, and the financial information evaluated regularly by our CODM.

The CODM uses operating loss and net loss reported on the consolidated statements of operations to assess performance for the segment and decide how to allocate resources.

The CODM uses operating income (loss) and net income (loss) reported on the consolidated statements of operations to assess performance for the segment and decide how to allocate resources.

In addition, the CODM reviews the expense categories presented on the consolidated statements of operations to manage the Company’s operations.

Operating loss and net loss are used to evaluate profitability trends in the business, and the CODM considers budget-to-actual variances for both profit measures when making decisions about allocating capital and resources.

Operating income (loss) and net income (loss) are used to evaluate profitability trends in the business, and the CODM considers budget-to-actual variances for both profit measures when making decisions about allocating capital and resources.

Significant segment expenses, which are the expenses included in operating income (loss) and net income (loss), as well as other segment items such as other (income) expense, net and income tax expense are included in the consolidated statements of operations.

The CODM does not review any significant segment expense information that differs from the expense presented in the consolidated statements of operations.

Further, the measure of segment assets is total assets as reported on the consolidated balance sheets.

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With respect to geographic information, revenue is attributed to respective geographies based on the contracting address of the customer.

The value of our long-lived assets, which are comprised of property and equipment and intangible assets with finite lives as well as right-of-use assets, held in the United States and internationally as of December 31, 2024 were $ 29.6 million and $ 9.8 million, respectively.

The value of our long-lived assets, which are comprised of property and equipment, intangible assets with finite lives, and right-of-use assets, held in the United States and internationally as of December 31, 2025 were $ 49.0 million and $ 12.4 million, respectively.

As of December 31, 2024, our long-lived assets held in the United States and internationally were $ 55.9 million and $ 14.6 million, respectively.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Retirement Plans

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For the years ended December 31, 2025, 2024, and 2023, we incurred $ 13.0 million, $ 12.8 million, and $ 12.9 million, respectively, in contribution expense related to employer matching contributions.

APPIAN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Investments and Fair Value Measurements

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The carrying amounts of our accounts receivable, accounts payable, and accrued expenses approximate fair value as of December 31, 2025 and 2024 because of the relatively short duration of these instruments.

Additionally, the carrying value of our debt associated with the term loan facility approximates fair value because the interest rates are variable and reset on relatively short durations to then-market rates.

APPIAN CORPORATION

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Changes in the fair value of available-for-sale securities, excluding other-than-temporary impairments, have been recorded in ‘Accumulated other comprehensive loss’ in our consolidated balance sheets.

The components of our investments as of December 31, 2024 and 2023 are as follows (in thousands):

The components of our cash, cash equivalents, and investments as of December 31, 2025 and 2024 are as follows (in thousands):

As of December 31, 2025

Fair Value Measurement Balance Sheet Classification

Fair Value Level Cost Basis Unrealized Gains (Losses) Fair Value

Fair Value Level Cost Basis Unrealized Gains

Cash and Cash Equivalents Short-term Investments and Marketable Securities

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Total investments $ 187,183 $ 42 $ 187,225 $ 135,810 $ 51,415

As of December 31, 2023, our investments consisted of the following (in thousands):

As of December 31, 2024

Fair Value Measurement Balance Sheet Classification

Fair Value Level Cost Basis Unrealized Gains (Losses) Fair Value

Fair Value Level Cost Basis Unrealized Gains

Cash and Cash Equivalents Short-term Investments and Marketable Securities

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Treasury bonds Level 1 24,376 26 24,402 — 24,402

Level 2 4,828 ( 3 ) 4,825 — 4,825

Commercial paper Level 2 2,974 3 2,977 — 2,977

Corporate bonds Level 2 13,900 29 13,929 — 13,929

Total investments $ 159,802 $ 58 $ 159,860 $ 118,552 $ 41,308

There were no Level 3 assets held at any point during the years ended December 31, 2024 and 2023.

We did not hold any Level 3 assets at any point during the years ended December 31, 2025 and 2024.

Additionally, there were no transfers between Levels 1 and 2 during the years ended December 31, 2025 and 2024.

Interest income on our investments totaled $ 6.8 million, $ 9.0 million, and $ 0.9 million for the years ended December 31, 2024, 2023, and 2022, respectively.

The contractual maturities of our debt securities as of December 31, 2024 and 2023 are all one year or less.

Interest income on our investments, which is recorded within ‘Other (income) expense, net’ on our consolidated statements of operations, totaled $ 6.9 million, $ 6.8 million, and $ 9.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The contractual maturities of our debt securities as of December 31, 2025 and 2024 were all one year or less.

Actual maturities may differ from contractual maturities because borrowers have the right to call or prepay certain obligations.

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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 8. Financial Statements and Supplementary Data