AppFolio CFO has shares withheld for tax obligations

AppFolio Inc.'s Chief Financial Officer, Timothy Mathias Eaton, reported multiple transactions on August 10, 2026 involving Class A Common Stock.

Rhea-AI Filing Summary

AppFolio Inc.'s Chief Financial Officer, Timothy Mathias Eaton, reported multiple transactions on August 10, 2026 involving Class A Common Stock. A total of 949 shares were withheld by the issuer at $199.54 per share to satisfy the minimum tax withholding obligations arising from the vesting of various performance-based and time-based restricted stock units and PSUs previously granted under the company’s 2015 Stock Incentive Plan and 2025 Omnibus (Incentive) Plan. These are coded as tax-withholding dispositions (code F), not open-market sales.

Insider Trade Summary

Tax Withholding: 949 shares

Tax Withholding 8 txns

Insider Eaton Timothy Mathias

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock F1	315	$199.54	$63K
Tax Withholding	Class A Common Stock F2	170	$199.54	$34K
Tax Withholding	Class A Common Stock F3	160	$199.54	$32K
Tax Withholding	Class A Common Stock F4	125	$199.54	$25K
Tax Withholding	Class A Common Stock F5	28	$199.54	$6K
Tax Withholding	Class A Common Stock F6	41	$199.54	$8K
Tax Withholding	Class A Common Stock F7	35	$199.54	$7K
Tax Withholding	Class A Common Stock F8	75	$199.54	$15K

Holdings After Transaction: Class A Common Stock — 17,087 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 August 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 August 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 August 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 August 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 August 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 August 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 August 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 August 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

Shares withheld for tax: 949 shares Per-share valuation: $199.54 per share Largest single withholding lot: 315 shares +1 more

4 metrics

Shares withheld for tax 949 shares Total shares withheld on August 10, 2026 for minimum tax withholding obligations

Per-share valuation $199.54 per share Price applied to each Class A Common Stock tax-withholding disposition

Largest single withholding lot 315 shares Class A shares withheld tied to PSUs granted July 30, 2025 under 2025 Omnibus Incentive Plan

Number of withholding transactions 8 transactions Separate Form 4 line items, all coded F for tax withholding on August 10, 2026

Key Terms

performance-based restricted stock units, time-based restricted stock units, Omnibus Incentive Plan, minimum tax withholding obligations, +1 more

5 terms

performance-based restricted stock units financial

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

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

time-based restricted stock units financial

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

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

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 single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

minimum tax withholding obligations financial

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

Stock Incentive Plan financial

"previously granted to the Reporting Person ... pursuant to the Issuer's 2015 Stock Incentive Plan"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

FAQ

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

What did APPF CFO Timothy Mathias Eaton report in this Form 4?

Timothy Mathias Eaton reported that 949 Class A shares of AppFolio (APPF) were withheld on August 10, 2026 to cover minimum tax withholding obligations from vesting PSUs and RSUs, rather than sold in open-market transactions.

How many APPF shares were involved in the CFO’s August 10, 2026 tax-withholding transactions?

The filing shows a total of 949 Class A Common shares of AppFolio (APPF) were withheld. These shares relate to several PSU and RSU vestings, with each line item documenting specific grants and associated tax withholding on that date.

At what price were the APPF shares valued for the CFO’s tax withholding?

Each withholding transaction used a price of $199.54 per share for AppFolio (APPF) Class A Common Stock. This price is applied across all eight tax-withholding disposition entries reported for August 10, 2026.

Were the APPF CFO’s reported transactions open-market sales or tax withholding?

They were tax-withholding dispositions coded as F, not open-market sales. The company withheld shares to satisfy the CFO’s minimum tax obligations triggered by vesting PSUs and RSUs under the 2015 and 2025 equity plans.

Which equity plans are tied to the APPF CFO’s vesting and tax withholding on August 10, 2026?

The vesting events and related tax withholding involve awards under AppFolio’s 2015 Stock Incentive Plan and its 2025 Omnibus (Incentive) Plan, including both performance-based PSUs and time-based RSUs granted on various prior dates.

Does this APPF Form 4 indicate use of a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 checkbox is not checked, and the footnotes describe the transactions as share withholding for tax obligations on vesting equity awards, with no reference to a pre-arranged trading plan.

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

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Accepted by SEC EDGAR 08/12/2026 - 05:41 PM EDT 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)
08/10/2026

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	08/10/2026		F		315(1)	D	$199.54	17,721	D
Class A Common Stock	08/10/2026		F		170(2)	D	$199.54	17,551	D
Class A Common Stock	08/10/2026		F		160(3)	D	$199.54	17,391	D
Class A Common Stock	08/10/2026		F		125(4)	D	$199.54	17,266	D
Class A Common Stock	08/10/2026		F		28(5)	D	$199.54	17,238	D
Class A Common Stock	08/10/2026		F		41(6)	D	$199.54	17,197	D
Class A Common Stock	08/10/2026		F		35(7)	D	$199.54	17,162	D
Class A Common Stock	08/10/2026		F		75(8)	D	$199.54	17,087	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, 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 August 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 August 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 August 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 August 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 August 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 August 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 August 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/ Heather Peterson, as Attorney-in-Fact for Timothy Mathias Eaton	08/12/2026
	** 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)