[Form 4] AppFolio, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Medtronic plc (MDT) filed its FY25 preliminary proxy (PRE 14A). Shareholders of record on 22 Aug 2025 will vote at the Annual General Meeting on 16 Oct 2025 (Dublin).

• Board: 11 nominees (incl. new director Dr. Joon S. Lee); majority-independent, Craig Arnold remains Lead Independent Director.
• Proposals (Board recommends FOR all): 1) Elect directors; 2) Ratify PwC as FY26 auditor & set fees; 3) Say-on-Pay; 4) Renew authority to issue shares; 5) Renew opt-out of pre-emption rights (special, 75%); 6) Authorise overseas share repurchases; 7) Amend Article 177 for reserve capitalisation (special); 8) Capital reduction to create distributable reserves (special); 9) Update advance-notice provisions (special).
• Record performance FY25: Revenue $33.5 bn (+3.6% reported / +4.9% organic); GAAP EPS $3.61 (+31%); non-GAAP EPS $5.49 (+6%, +10% cc); FCF $5.2 bn (73% conversion); $6.3 bn returned via dividends & buybacks.
• Strategic update: Diabetes segment planned separation within 18 months; >170 clinical trials and ~130 regulatory approvals in FY25.
• Sustainability & governance: Net-zero ambition (Scopes 1-3) by FY45; Board diversity policy; annual evaluations; no filing fee required.

Simple majority needed for ordinary items; special resolutions require ≥75% of votes cast.

Positive

• FY25 revenue $33.5 bn, organic growth 4.9%, marking second consecutive year of mid-single-digit quarterly expansion.
• GAAP EPS up 31% and non-GAAP EPS up 10% cc, evidencing operating leverage and cost controls.
• $6.3 bn returned to shareholders through dividends (48th annual increase) and buybacks.
• Planned Diabetes segment spin-off could unlock value and sharpen strategic focus.
• Board refresh with new director Dr. Joon Lee and continued >90% independence enhances oversight.

Negative

• Special resolutions grant wider share-issuance and pre-emption opt-out powers, raising potential dilution risk.
• Capital reduction and reserve capitalisation (Proposals 7-8) alter balance-sheet structure; execution details not yet disclosed.
• Diabetes separation within 18 months introduces execution and valuation uncertainty.

Insights

Financial Analyst

TL;DR: Solid FY25 growth and cash returns; proposals largely routine, but share-issuance and capital moves merit monitoring.

Mid-single-digit organic growth and 31% GAAP EPS expansion underline operational momentum. Cash generation remains strong (FCF $5.2 bn, 73% conversion), funding $6.3 bn shareholder returns while R&D spend hit $2.7 bn. Proposals 4–6 preserve capital flexibility—authorising new share issuance, repurchases and pre-emption opt-out—common for Irish-domiciled firms yet potentially dilutive if executed aggressively. Special resolutions (5,7,8,9) require 75% approval; passage would facilitate future financings and reserve management but give management broader levers. The planned Diabetes business spin (IPO/split) could unlock value, though timeline and structure remain unspecified. Overall filing is modestly positive, reflecting steady execution and shareholder-friendly capital policy.

Corporate Governance Expert

TL;DR: Board refresh, robust oversight, but wider share-issuance powers shift balance toward management.

Board independence exceeds NYSE standards (10/11 independent), with diverse skills highlighted; annual elections and majority voting reinforce accountability. Lead Independent Director Craig Arnold retains extensive authority, and six fully independent committees address risk, quality and sustainability. Shareholder engagement cycles and proxy access remain in place. However, renewing authority to issue shares and opt out of pre-emption rights (Proposals 4-5) plus amendments to Articles (7-9) collectively expand board discretion. Investors should assess potential dilution and governance safeguards. Say-on-Pay vote follows a year where 86-93% of NEO pay is performance-based, aligning with best practice. Impact: net neutral to mildly positive, contingent on responsible use of authorised powers.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Casey Robert Donald III

(Last) (First) (Middle)

70 CASTILIAN DR.

(Street)

SANTA BARBARA CA 93117

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
APPFOLIO INC [ APPF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/01/2025		A		39(1)	A	$0	28,399	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of restricted stock units (RSUs) pursuant to the Issuer's 2025 Omnibus Incentive Plan made in connection with the Reporting Person's election to convert his cash retainer fees for service as a nonemployee director into RSUs in accordance with the Issuer's Nonemployee Director Deferred Compensation Plan. The RSUs will become payable and be settled in shares of Class A common stock on a future deferred payment date, subject to the Nonemployee Director Deferred Compensation Plan.

Remarks:

	/s/ Evan Pickering, as Attorney-in-Fact, for Robert Donald Casey III	08/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

When is Medtronic's 2025 Annual General Meeting?

The AGM is scheduled for 16 October 2025 at 8:00 a.m. local time in Dublin, Ireland.

What is the record date for voting on MDT's proxy proposals?

Shareholders of record at the close of business on 22 August 2025 are entitled to vote.

How did Medtronic perform in fiscal year 2025?

Revenue reached $33.5 bn (+4.9% organic); GAAP EPS was $3.61 (+31%); non-GAAP EPS $5.49 (+6%); free cash flow $5.2 bn.

What are the key proxy proposals and board recommendations?

Nine proposals include director elections, auditor ratification, Say-on-Pay, share-issuance authorities and by-law changes. The board recommends FOR all items.

Which proposals require a super-majority vote?

Proposals 5, 7, 8 and 9 are special resolutions and need at least 75% of votes cast for approval.

Is Medtronic planning any corporate actions?

Yes, the company intends to separate its Diabetes segment via IPO/split within 18 months.