APPF Form 4: Timothy Eaton RSU Tax Withholding Reduces Holdings

Rhea-AI Filing Summary

AppFolio Chief Financial Officer Timothy Mathias Eaton reported that the company withheld shares to satisfy tax withholding obligations when restricted stock units vested on 08/10/2025. The filing lists seven withholdings of Class A common stock of 19, 29, 25, 53, 50, 88 and 113 shares tied to RSU grants made under the Issuer's 2015 Stock Incentive Plan and 2025 Omnibus Plan on the grant dates shown in the filing.

The filing records a per-share price of $283.36 for the reported transactions and a total of 377 shares withheld (approximately $106,827). Following these reported transactions, the reported beneficial ownership amounts shown in the filing end at 11,809 shares for the reporting person.

Insights

Financial Analyst

TL;DR: Routine RSU tax withholding reduced the CFO's holdings by 377 shares; value roughly $107k, not a company sale signal.

The Form 4 documents tax-withholding in connection with RSU vesting rather than an open-market sale. The filing lists seven withholding events totaling 377 Class A shares at a recorded price of $283.36 per share, aggregating to approximately $106,827. This type of withholding is customary for executive compensation and does not indicate active disposition of shares for liquidity or trading. The incremental reductions in reported beneficial ownership shown on the form reflect the mechanics of net-share settlement for tax obligations.

Corporate Governance Expert

TL;DR: Disclosure is standard and consistent with compensation practices; no governance red flags in this Form 4.

The Form 4 clearly ties each withheld tranche to specific RSU grant dates and to the company’s stock incentive plans, demonstrating transparency in insider reporting. Withholdings are recorded as direct ownership changes and are described as satisfying minimum tax-withholding obligations. There is no indication in the filing of discretionary sales, pledges, or transfers beyond routine tax settlement, and the reporting conforms to Section 16 reporting mechanics.

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^*

Eaton Timothy Mathias

(Last) (First) (Middle)

70 CASTILIAN DRIVE

(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 Financial 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		19(1)	D	$283.36	12,167	D
Class A Common Stock	08/10/2025		F		29(2)	D	$283.36	12,138	D
Class A Common Stock	08/10/2025		F		25(3)	D	$283.36	12,113	D
Class A Common Stock	08/10/2025		F		53(4)	D	$283.36	12,060	D
Class A Common Stock	08/10/2025		F		50(5)	D	$283.36	12,010	D
Class A Common Stock	08/10/2025		F		88(6)	D	$283.36	11,922	D
Class A Common Stock	08/10/2025		F		113(7)	D	$283.36	11,809	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 time-based restricted stock units ("RSUs") previously granted to the Reporting Person on March 11, 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 RSUs previously granted to the Reporting Person on March 5, 2024 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 RSUs previously granted to the Reporting Person on November 6, 2023 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 March 6, 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 February 9, 2022 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 March 5, 2025 pursuant to the Issuer's 2025 Omnibus Plan.

7. 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 July 30, 2025 pursuant to the Issuer's 2025 Omnibus Plan.

Remarks:

	/s/ Evan Pickering, as Attorney-in-Fact, for Timothy Mathias Eaton	08/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did AppFolio (APPF) disclose in this Form 4 filing?

The filing discloses that CFO Timothy Mathias Eaton had 377 Class A shares withheld to satisfy tax withholding obligations when RSUs vested on 08/10/2025.

How many separate withholding events are reported for APPF CFO Timothy Eaton?

The Form 4 lists seven separate withholdings of 19, 29, 25, 53, 50, 88 and 113 shares tied to different RSU grant dates.

At what price were the withheld AppFolio shares recorded?

The reporting shows a per-share price of $283.36 for the reported withholding transactions.

What is the aggregate value and effect on beneficial ownership reported?

The aggregate withheld amount is 377 shares, approximately $106,827 at the reported price, with the filing showing beneficial ownership ending at 11,809 shares.

Were these withholdings linked to specific equity plans?

Yes. The withholdings are tied to RSU grants under the Issuer's 2015 Stock Incentive Plan and the 2025 Omnibus Plan, with grant dates listed in the filing.