AppFolio CFO covers taxes with 949-share withholding

AppFolio Inc.’s Chief Financial Officer Timothy Mathias Eaton reported several small Form 4 transactions on Class A Common Stock.

Rhea-AI Filing Summary

AppFolio Inc.’s Chief Financial Officer Timothy Mathias Eaton reported several small Form 4 transactions on Class A Common Stock. In total, 949 shares were disposed of at $166.59 per share, all withheld by the company to cover minimum tax obligations from vesting PSUs and RSUs.

These F-code transactions reflect tax-withholding dispositions tied to equity awards under AppFolio’s 2015 Stock Incentive Plan and 2025 Omnibus Incentive Plan, rather than open-market sales. After these withholdings, Eaton directly holds 20,621 shares of Class A Common Stock.

Insider Trade Summary

Exercise Price or Tax Liability: 949 shares

Exercise Price or Tax Liability 8 txns

Insider Eaton Timothy Mathias

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	315	$166.59	$52K
Exercise Price or Tax Liability	Class A Common Stock	171	$166.59	$28K
Exercise Price or Tax Liability	Class A Common Stock	160	$166.59	$27K
Exercise Price or Tax Liability	Class A Common Stock	125	$166.59	$21K
Exercise Price or Tax Liability	Class A Common Stock	27	$166.59	$4K
Exercise Price or Tax Liability	Class A Common Stock	41	$166.59	$7K
Exercise Price or Tax Liability	Class A Common Stock	35	$166.59	$6K
Exercise Price or Tax Liability	Class A Common Stock	75	$166.59	$12K

Holdings After Transaction: Class A Common Stock — 20,621 shares (Direct)

Footnotes (8)

1. F1. 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 May 10, 2026 of the performance-based restricted stock units ("PSUs") previously granted to the Reporting Person on July 30, 2025 pursuant to the Issuer's 2025 Omnibus Incentive Plan.
2. F2. 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 May 10, 2026 of the time-based restricted stock units ("RSUs") previously granted to the Reporting Person on January 27, 2026 pursuant to the Issuer's 2025 Omnibus Plan.
3. F3. 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 May 10, 2026 of the RSUs previously granted to the Reporting Person on July 30, 2025 pursuant to the Issuer's 2025 Omnibus Plan.
4. F4. 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 May 10, 2026 of the RSUs previously granted to the Reporting Person on March 5, 2025 pursuant to the Issuer's 2025 Omnibus Plan.
5. F5. 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 May 10, 2026 of the RSUs previously granted to the Reporting Person on March 11, 2024 pursuant to the Issuer's 2015 Stock Incentive Plan.
6. F6. 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 May 10, 2026 of the RSUs previously granted to the Reporting Person on March 5, 2024 pursuant to the Issuer's 2015 Stock Incentive Plan.
7. F7. 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 May 10, 2026 of the RSUs previously granted to the Reporting Person on November 6, 2023 pursuant to the Issuer's 2015 Stock Incentive Plan.
8. F8. 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 May 10, 2026 of the RSUs previously granted to the Reporting Person on March 6, 2023 pursuant to the Issuer's 2015 Stock Incentive Plan.

Key Figures

Tax-withholding shares: 949 shares Withholding price: $166.59 per share Post-transaction holdings: 21,255 shares +1 more

4 metrics

Tax-withholding shares 949 shares Total Class A Common Stock withheld for taxes on 2026-05-10

Withholding price $166.59 per share Value used for tax-withholding dispositions of APPF Class A shares

Post-transaction holdings 21,255 shares CFO’s direct Class A Common Stock holdings after tax withholdings

Tax-withholding transactions 8 entries (code F) All reported as payment of tax liability by delivering securities

Key Terms

performance-based restricted stock units ("PSUs"), restricted stock units ("RSUs"), tax withholding obligations, 2025 Omnibus Incentive Plan, +1 more

5 terms

performance-based restricted stock units ("PSUs") financial

"vesting on May 10, 2026 of the performance-based restricted stock units ("PSUs") previously granted"

restricted stock units ("RSUs") financial

"vesting on May 10, 2026 of the time-based restricted stock units ("RSUs") previously granted"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding obligations financial

"withheld by the Issuer to satisfy the minimum tax withholding obligations of the Reporting Person"

2025 Omnibus Incentive Plan financial

"previously granted to the Reporting Person on July 30, 2025 pursuant to the Issuer's 2025 Omnibus Incentive Plan"

An omnibus incentive plan is a company-wide program that authorizes awards of pay tied to performance and retention—such as stock options, restricted shares, cash bonuses and other rewards—here labeled for the year it was adopted (2025). Investors care because it affects how much ownership can be issued, dilutes existing shareholders, and aligns executives’ and employees’ incentives with company goals, similar to giving team members a stake in the outcome.

2015 Stock Incentive Plan financial

"previously granted to the Reporting Person on March 6, 2023 pursuant to the Issuer's 2015 Stock Incentive Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did APPF (AppFolio Inc) report for its CFO?

AppFolio’s CFO Timothy Mathias Eaton reported tax-withholding dispositions of 949 Class A Common shares. The company withheld these shares at $166.59 each to satisfy minimum tax obligations from vesting PSUs and RSUs, rather than executing an open-market stock sale.

Did the APPF CFO sell shares on the open market in this Form 4?

No, the APPF CFO did not execute open-market sales in this filing. All reported F-code transactions are shares withheld by AppFolio to cover tax liabilities from vesting restricted stock and performance-based units, a routine compensation-related mechanism rather than a discretionary stock sale.

How many APPF shares were withheld for taxes and at what price?

A total of 949 AppFolio Class A Common shares were withheld for taxes. The company valued these tax-withholding dispositions at $166.59 per share, reflecting the share price used to satisfy the CFO’s minimum statutory tax obligations on vested equity awards.

How many APPF shares does the CFO hold after these transactions?

Following the reported tax-withholding dispositions, the APPF CFO directly holds 21,255 shares of Class A Common Stock. This post-transaction figure reflects his remaining direct equity stake after the company retained 949 shares to meet the tax obligations from vesting PSUs and RSUs.

What equity plans are involved in the APPF CFO’s tax-withholding transactions?

The tax-withholding dispositions relate to awards under AppFolio’s 2025 Omnibus Incentive Plan and 2015 Stock Incentive Plan. Vesting PSUs and RSUs granted in 2023, 2024, 2025, and 2026 triggered tax obligations, which the company met by withholding portions of the underlying shares.

Are the APPF CFO’s Form 4 transactions considered routine compensation events?

Yes, the transactions appear as routine compensation-related events. All eight entries use transaction code F, indicating shares withheld by AppFolio solely to cover minimum tax obligations from vesting restricted and performance-based stock units, rather than voluntary buying or selling in the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 06:58 PM Learn about SEC filing dates

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^*

Eaton Timothy Mathias

(Last) (First) (Middle)

70 CASTILIAN DRIVE

(Street)

SANTA BARBARA CALIFORNIA 93117

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2026

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

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

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

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	05/10/2026		F		315(1)	D	$166.59	21,255	D
Class A Common Stock	05/10/2026		F		171(2)	D	$166.59	21,084	D
Class A Common Stock	05/10/2026		F		160(3)	D	$166.59	20,924	D
Class A Common Stock	05/10/2026		F		125(4)	D	$166.59	20,799	D
Class A Common Stock	05/10/2026		F		27(5)	D	$166.59	20,772	D
Class A Common Stock	05/10/2026		F		41(6)	D	$166.59	20,731	D
Class A Common Stock	05/10/2026		F		35(7)	D	$166.59	20,696	D
Class A Common Stock	05/10/2026		F		75(8)	D	$166.59	20,621	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 May 10, 2026 of the performance-based restricted stock units ("PSUs") previously granted to the Reporting Person on July 30, 2025 pursuant to the Issuer's 2025 Omnibus 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 May 10, 2026 of the time-based restricted stock units ("RSUs") previously granted to the Reporting Person on January 27, 2026 pursuant to the Issuer's 2025 Omnibus 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 May 10, 2026 of the RSUs previously granted to the Reporting Person on July 30, 2025 pursuant to the Issuer's 2025 Omnibus 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 May 10, 2026 of the RSUs previously granted to the Reporting Person on March 5, 2025 pursuant to the Issuer's 2025 Omnibus 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 May 10, 2026 of the RSUs previously granted to the Reporting Person on March 11, 2024 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 May 10, 2026 of the RSUs previously granted to the Reporting Person on March 5, 2024 pursuant to the Issuer's 2015 Stock Incentive 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 May 10, 2026 of the RSUs previously granted to the Reporting Person on November 6, 2023 pursuant to the Issuer's 2015 Stock Incentive Plan.

8. 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 May 10, 2026 of the RSUs previously granted to the Reporting Person on March 6, 2023 pursuant to the Issuer's 2015 Stock Incentive Plan.

Remarks:

	/s/ Evan Pickering, as Attorney-in-Fact, for Timothy Mathias Eaton	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)