APPF Chief Trust Officer ends with 28,015 Class A shares after vesting

Rhea-AI Filing Summary

Matthew S. Mazza, Chief Trust Officer and director of AppFolio, had multiple equity awards vest on 08/10/2025 that triggered share withholding to satisfy tax obligations. The issuer withheld a total of 1,071 shares of Class A Common Stock at a per-share amount of $283.36. Following these withholdings, the reporting person beneficially owned 28,015 shares of Class A Common Stock.

The withheld shares related to performance-based restricted stock units and time-based restricted stock units granted under the Issuer's 2015 Stock Incentive Plan and the 2025 Omnibus Plan on the grant dates specified in the filing.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on equity vesting; no governance red flags.

The Form 4 shows standard withholding of 1,071 shares to satisfy minimum tax obligations from vesting of PSUs and RSUs. Transactions are coded as F, consistent with share withholding for taxes rather than open-market dispositions. The sequence of beneficial ownership figures confirms incremental withholdings, leaving 28,015 shares beneficially owned. This disclosure is procedural and does not indicate a change in board-level alignment or control.

Equity Compensation Analyst

TL;DR: Compensation-driven withholding of vested equity; expected and non-material.

The explanations tie each withheld lot to specific grant dates and award types (PSUs and RSUs) under the 2015 Stock Incentive Plan and the 2025 Omnibus Plan. The per-share amount shown ($283.36) appears as the valuation used for withholding. Total withheld shares (1,071) are modest relative to institutional holdings and reflect tax-related share retention rather than an intent to monetize holdings.

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

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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^*

Mazza Matthew S

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2025

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	08/10/2025		F		248(1)	D	$283.36	28,838	D
Class A Common Stock	08/10/2025		F		318(2)	D	$283.36	28,520	D
Class A Common Stock	08/10/2025		F		101(3)	D	$283.36	28,419	D
Class A Common Stock	08/10/2025		F		147(4)	D	$283.36	28,272	D
Class A Common Stock	08/10/2025		F		178(5)	D	$283.36	28,094	D
Class A Common Stock	08/10/2025		F		79(6)	D	$283.36	28,015	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. Consists of Class A Common Stock withheld by the Issuer to satisfy the minimum tax withholding obligations of the Reporting Person arising in connection with the vesting on August 10, 2025 of the performance-based restricted stock units ("PSUs") previously granted to the Reporting Person on January 24, 2024 pursuant to the Issuer's 2015 Stock Incentive Plan.

2. Consists of Class A Common Stock withheld by the Issuer to satisfy the minimum tax withholding obligations of the Reporting Person arising in connection with the vesting on August 10, 2025 of the PSUs previously granted to the Reporting Person on January 25, 2023 pursuant to the Issuer's 2015 Stock Incentive Plan.

3. Consists of Class A Common Stock withheld by the Issuer to satisfy the minimum tax withholding obligations of the Reporting Person arising in connection with the vesting on August 10, 2025 of the time-based restricted stock units ("RSUs") previously granted to the Reporting Person on January 23, 2024 pursuant to the Issuer's 2015 Stock Incentive Plan.

4. Consists of Class A Common Stock withheld by the Issuer to satisfy the minimum tax withholding obligations of the Reporting Person arising in connection with the vesting on August 10, 2025 of the RSUs previously granted to the Reporting Person on January 24, 2023 pursuant to the Issuer's 2015 Stock Incentive Plan.

5. Consists of Class A Common Stock withheld by the Issuer to satisfy the minimum tax withholding obligations of the Reporting Person arising in connection with the vesting on August 10, 2025 of the RSUs previously granted to the Reporting Person on December 13, 2021 pursuant to the Issuer's 2015 Stock Incentive Plan.

6. Consists of Class A Common Stock withheld by the Issuer to satisfy the minimum tax withholding obligations of the Reporting Person arising in connection with the vesting on August 10, 2025 of the RSUs previously granted to the Reporting Person on January 28, 2025 pursuant to the Issuer's 2025 Omnibus Plan.

Remarks:

	/s/ Evan Pickering, as Attorney-in-Fact, for Matthew S. Mazza	08/12/2025
	** 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

What did the AppFolio (APPF) Form 4 report for Matthew S. Mazza?

The Form 4 reports that 1,071 Class A shares were withheld to satisfy tax withholding obligations arising from vesting of PSUs and RSUs.

How many shares does Matthew S. Mazza beneficially own after the transactions?

Following the reported withholdings, the reporting person beneficially owned 28,015 shares of Class A Common Stock.

What was the per-share amount shown for the withheld shares in the APPF filing?

The filing shows a per-share amount of $283.36 associated with the withheld shares.

Why were the shares withheld in the APPF Form 4?

The shares were withheld by the issuer to satisfy the reporting person’s minimum tax withholding obligations in connection with the vesting of PSUs and RSUs.

Which awards and plans are referenced in the AppFolio Form 4?

Withholdings related to performance-based restricted stock units and time-based restricted stock units granted under the Issuer’s 2015 Stock Incentive Plan and the 2025 Omnibus Plan, with grant dates listed in the filing.