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AppFolio (NASDAQ: APPF) boosts CEO equity awards and change-in-control severance

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AppFolio updated the employment agreement for its President and CEO, Shane Trigg, effective April 9, 2026. The new deal keeps his role at-will and sets an annual base salary of $570,000 plus a target bonus equal to 100% of base salary.

In 2026, Trigg will receive a one-time RSU grant valued at $5,000,000 and a one-time PSU grant valued at $4,479,000 at target. From 2027 through 2030, he is eligible each year for an additional $5,000,000 RSU grant and a performance-based PSU grant tied to AppFolio’s income from operations, net interest income, and changes in diluted shares.

The agreement outlines severance protections, including salary continuation, prorated or multiple bonuses, COBRA premium payments, and varying levels of accelerated vesting of RSUs, PSUs, and stock options if he is terminated without cause, resigns for good reason, dies, becomes disabled, or is terminated in connection with a corporate transaction.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO base salary $570,000 per year Minimum annual base salary under Second Amended and Restated Employment Agreement
Target annual bonus 100% of base salary Bonus opportunity under corporate bonus plan
2026 RSU grant $5,000,000 grant date value One-time time-based RSU award in fiscal year 2026
2026 PSU grant $4,479,000 grant date value One-time performance-based PSU award at target in fiscal year 2026
Annual RSU grants 2027–2030 $5,000,000 grant date value Yearly RSU awards for fiscal years 2027 through 2030
Severance salary continuation (no deal) 18 months Termination without cause or resignation for good reason outside corporate transaction
Severance salary continuation (deal-related) 24 months Termination without cause or good reason in connection with a Corporate Transaction
COBRA coverage period Up to 18 months COBRA premium payments in severance scenarios
restricted stock unit financial
"a one-time, time-based restricted stock unit ("RSU") award for a number of shares"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance-based restricted stock unit financial
"a one-time, performance-based restricted stock unit ("PSU") award for a number of shares"
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
COBRA premiums financial
"and (iv) up to 18 months of COBRA premiums"
Corporate Transaction financial
"Termination in Connection with a Corporate Transaction"
Good Reason financial
"Termination Without Cause or Resignation for Good Reason"
at-will employment financial
"The Agreement provides for at-will employment."
Understanding 8-K Material Events →
0001433195false00014331952026-04-092026-04-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 9, 2026
AppFolio, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
001-3746826-0359894
(Commission File Number)(IRS Employer Identification Number)
70 Castilian Drive
Santa Barbara, CA 93117
(Address of principal executive offices)
Registrant’s telephone number, including area code: (805) 364-6093
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, $0.0001 par valueAPPFNASDAQ Global Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 9, 2026, AppFolio, Inc. (the "Company") and Shane Trigg, the Company's President and Chief Executive Officer, entered into a Second Amended and Restated Employment Agreement (the "Agreement"), which supersedes and replaces the Amended and Restated Employment Agreement, dated March 1, 2023, between Mr. Trigg and the Company.
The Agreement provides for at-will employment. Mr. Trigg will receive: (1) an annual base salary of at least $570,000; (2) an annual bonus opportunity under the Company's corporate bonus plan equal to 100% of base salary at target; (3) in fiscal year 2026, a one-time, time-based restricted stock unit ("RSU") award for a number of shares with a grant date value of $5,000,000 and a one-time, performance-based restricted stock unit ("PSU") award for a number of shares with a grant date value of $4,479,000 at target; and (4) in each of fiscal years 2027 through 2030, (i) an RSU award for a number of shares with a grant date value of $5,000,000 and (ii) a PSU award for a number of shares with a grant date value determined by a formula based on a percentage of the Company’s income from operations and interest income, net for the prior fiscal year and the change in the number of weighted average common shares outstanding (diluted) over the prior two fiscal years (each as reported in the Company’s Annual Report on Form 10-K for the applicable fiscal year). The equity awards will be subject to the terms and conditions of the Company’s then applicable equity plan and the same or similar form of award agreements used for the Company’s other senior executives.
Severance Benefits. The following severance benefits are conditioned on the effectiveness of a general release of claims and continuing compliance with certain restrictive covenants:
Termination Without Cause or Resignation for Good Reason (Outside a Corporate Transaction). Mr. Trigg will receive: (i) 18 months of base salary continuation; (ii) any earned but unpaid prior-year bonus; (iii) a prorated bonus for the year in which termination occurs (but no greater than target-level performance); and (iv) up to 18 months of COBRA premiums. With respect to unvested equity awards: RSU awards will vest as to the portion that would have vested had Mr. Trigg remained employed for an additional 12 months (if termination occurs on or prior to January 1, 2031); PSU awards for which performance conditions have not been satisfied will vest on a prorated basis based on the number of months employed during the performance period and achievement of the performance goals determined by the Board based on forecasted results (but no greater than target-level performance); PSU awards for which performance conditions have been satisfied will vest as to the portion that would have vested with 12 additional months of employment; and option awards will vest on a prorated basis, with vested options remaining exercisable until the earlier of 18 months following termination and the option expiration date.
Death or Disability. Mr. Trigg will receive: (i) 12 months of base salary continuation; (ii) any earned but unpaid prior-year bonus; (iii) a prorated bonus for the year in which termination occurs (but no greater than target-level performance); and (iv) up to 18 months of COBRA premiums. With respect to unvested equity awards, RSU awards will fully vest; PSU awards will fully vest, with achievement of any unsatisfied performance conditions determined by the Board based on forecasted results (but no greater than target-level performance); and option awards will vest on a prorated basis, with vested options remaining exercisable until the earlier of 18 months following termination and the option expiration date.
Termination in Connection with a Corporate Transaction. If Mr. Trigg's employment is terminated without Cause or he resigns for Good Reason on or within 90 days before, or 18 months after, a Corporate Transaction, he will receive: (i) 24 months of base salary continuation; (ii) any earned but unpaid prior-year bonus; (iii) 200% of his annual bonus for the year in which termination occurs (with achievement of the performance goals determined by the Board based on forecasted results, but no greater than target-level performance); and (iv) up to 18 months of COBRA premiums. With respect to unvested equity awards: all RSU and PSU awards will fully vest (with PSU achievement of the performance goals determined by the Board based on forecasted results, but no greater than target-level performance); and if termination occurs prior to January 1, 2028, all unvested options that would have vested on or before December 31, 2027 with continued employment will vest, with vested options remaining exercisable until the earlier of 18 months following termination and the option expiration date.
If equity awards held immediately prior to a Corporate Transaction are not assumed or substituted for value, such awards will fully vest immediately prior to the Corporate Transaction.
The foregoing summary is qualified in its entirety by reference to the full text of the Agreement, filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:


Exhibit Number
Description
10.1
Second Amended and Restated Employment Agreement, dated April 9, 2026, by and between Shane Trigg and the Company
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 10, 2026AppFolio, Inc.
By: /s/ Evan Pickering
Name: Evan Pickering
Title: General Counsel








Source: View Original Filing on SEC EDGAR

FAQ

What did AppFolio (APPF) change in Shane Trigg’s employment terms?

AppFolio and CEO Shane Trigg entered a new Second Amended and Restated Employment Agreement. It updates his base salary, bonus targets, long-term equity awards, and severance protections, replacing a prior agreement dated March 1, 2023.

What is Shane Trigg’s new base salary and bonus opportunity at AppFolio (APPF)?

Shane Trigg’s agreement provides an annual base salary of at least $570,000 and a target annual bonus equal to 100% of his base salary. The bonus is paid under AppFolio’s corporate bonus plan, subject to performance goals and plan terms.

What equity awards will AppFolio (APPF) grant its CEO under the new agreement?

In 2026, Trigg will receive a one-time RSU grant valued at $5,000,000 and a PSU grant valued at $4,479,000 at target. From 2027–2030, he is eligible annually for $5,000,000 in RSUs plus additional PSUs based on financial formulas.

How are Shane Trigg’s PSUs at AppFolio (APPF) determined from 2027 to 2030?

From 2027 through 2030, annual PSU grant values are set by a formula using a percentage of AppFolio’s income from operations, net interest income, and changes in diluted weighted average common shares, all as reported in each year’s Form 10-K.

What severance does the AppFolio (APPF) CEO get if terminated without cause?

If terminated without cause or he resigns for good reason outside a corporate transaction, Trigg receives 18 months of base salary, earned and prorated bonuses, up to 18 months of COBRA premiums, and partial accelerated vesting of RSUs, PSUs, and options under specified formulas.

What happens to the AppFolio (APPF) CEO’s equity if there is a corporate transaction?

If Trigg is terminated without cause or resigns for good reason around a corporate transaction, all RSUs and PSUs fully vest, and certain options vest early. If awards are not assumed or substituted in the transaction, they fully vest immediately before the deal closes.

What severance does AppFolio (APPF) provide its CEO upon death or disability?

In the event of death or disability, Trigg’s agreement provides 12 months of base salary, earned and prorated bonuses, up to 18 months of COBRA premiums, full vesting of RSUs and PSUs at no more than target, and prorated vesting of stock options with an extended exercise period.

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