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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-19 · 42 added, 27 removed, 223 unchanged (24% 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 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.

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, 2025.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management's Annual Report on Internal Control Over Financial Reporting

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

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013).

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013).

Based on this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective.

3 unchanged sentences

Inherent Limitations on Effectiveness of Controls

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.

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.

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.

89 unchanged sentences

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

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

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

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

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

4 unchanged sentences

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

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

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

Previously filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K (File No.

001-38098) filed with the Securities and Exchange Commission on February 19, 2025, and incorporated herein by reference.

10.16 Offer Letter, dated as of April 16, 2025, by and between Appian Corporation and Srdjan Tanjga.

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 5, 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.

001-38098) filed with the Securities and Exchange Commission on August 7 , 20 25 , and incorporated herein by reference.

10.17 Employment Agreement, dated as of April 17, 2025, by and between Appian Corporation and Srdjan Tanjga .+

Previously filed as Exhibit 10.

2 to the Company's Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on August 7, 2025, and incorporated herein by reference.

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

Previously filed as Exhibit 10.

7 to the Company's Registration Statemen t on Form S-1 (File No.

333-217510) , filed with the Securities and Exchange Commission on A pril 2 7, 2025, and incorporated herein by reference.

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

43 unchanged sentences

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.

10.33 Sixth Amendment to Credit Agreement, dated as of May 27, 2025, 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.

3 to the Company’s Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on August 7 , 202 5 , and incorporated herein by reference .

10.34 Seventh Amendment to Credit Agreement, dated as of September 3, 2025, 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.

1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-38098) filed with the Securities and Exchange Commission on November 6 , 2025, and incorporated herein by reference.

19 Insider Trading Policy.

Filed herewith.

Previously filed as Exhibit 1 9 to the Company’s Annual Report on Form 10-K (File No.

001-38098) filed with the Securities and Exchange Commission on February 1 9 , 202 5 , and incorporated herein by reference .

21.1 Subsidiaries of Appian Corporation.

13 unchanged sentences

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.

Previously 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 February 15, 2024, 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.

13 unchanged sentences

February 19, 2026 By:

/s/ Matthew Calkins /s/ Mark Lynch

/s/ Matthew Calkins /s/ Srdjan Tanjga

Matthew Calkins Name:

Srdjan Tanjga

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

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.

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, Srdjan Tanjga, and Jaye Campbell, 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, 2026

/s/ Mark Lynch

Interim Chief Financial Officer and Director

/s/ Srdjan Tanjga

Srdjan Tanjga

Chief Financial Officer

(Principal Financial Officer)

8 unchanged sentences

February 19, 2026

“Jack” Biddle, III

"Jack" Biddle, III

Director February 19, 2025

/s/ Shirley Edwards

7 unchanged sentences

Director February 19, 2026

/s/ David Link

Director February 19, 2026

/s/ Mark Lynch

Director February 19, 2026

/s/ William McCarthy

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures