Crexendo (CXDO) COO details RSU vesting and tax share withholding

Rhea-AI Filing Summary

Crexendo, Inc. Chief Operating Officer Douglas Walter Gaylor reported routine equity compensation activity involving restricted stock units (RSUs) and common stock on January 25, 2026.

Two RSU tranches of 277 units each were converted into an equal number of Crexendo common shares at an exercise price of $0, reflecting normal vesting of previously granted awards. Following these transactions, he directly held 262,972 shares of common stock, according to the filing.

The company withheld 90 shares and 91 shares of common stock, respectively, at a price of $7.45 per share to cover associated payroll taxes. The footnotes clarify that these withholding transactions do not represent sales by the reporting person but are tax-settlement events tied to the vesting RSUs. The RSUs vest in equal monthly installments over 36 months from March 25, 2025 and October 25, 2025, contingent on continued employment, with shares delivered upon vesting.

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^*

Gaylor Douglas Walter

(Last) (First) (Middle)

1225 W WASHINGTON ST

STE 213

(Street)

TEMPE AZ 85288

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Crexendo, Inc. [ CXDO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2026

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
Common Stock	01/25/2026		M		277	A	$0(1)	262,876	D
Common Stock	01/25/2026		F(2)		90	D	$7.45	262,786	D
Common Stock	01/25/2026		M		277	A	$0(1)	263,063	D
Common Stock	01/25/2026		F(4)		91	D	$7.45	262,972	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
Restricted Stock Units	$0(1)	01/25/2026		M			277	(3)	(3)	Common Stock	277	$0	6,946	D
Restricted Stock Units	$0(1)	01/25/2026		M			277	(5)	(5)	Common Stock	277	$0	8,890	D

Explanation of Responses:

1. Each RSU represents the right to receive, upon vesting, one share of CXDO common stock contingent on continued employment.

2. The Company withheld 90 shares of common stock for payment of the associated payroll taxes, using the closing stock price on January 25, 2026 of $7.45. This transaction does not represent a sale by the reporting person.

3. The RSUs vest in equal monthly installments over 36 months starting on March 25, 2025 until such time as the RSUs are 100% vested, subject to continuous employment. Shares will be delivered upon vesting.

4. The Company withheld 91 shares of common stock for payment of the associated payroll taxes, using the closing stock price on January 25, 2026 of $7.45. This transaction does not represent a sale by the reporting person.

5. The RSUs vest in equal monthly installments over 36 months starting on October 25, 2025 until such time as the RSUs are 100% vested, subject to continuous employment. Shares will be delivered upon vesting.

	/s/Douglas Walter Gaylor	01/27/2026
	** 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.

FAQ

What insider activity did Crexendo (CXDO) report for its COO on January 25, 2026?

Crexendo reported routine RSU vesting for its COO on January 25, 2026. Two blocks of 277 restricted stock units each converted into common stock at a $0 exercise price as part of ongoing equity compensation vesting.

Did the Crexendo (CXDO) COO sell any shares in the latest Form 4 filing?

The filing states there were no discretionary share sales by the COO. Shares labeled with transaction code “F” were withheld by the company—90 and 91 shares at $7.45 each—solely to cover payroll taxes related to RSU vesting.

How many Crexendo (CXDO) shares does the COO beneficially own after these transactions?

After the reported transactions, the COO beneficially owns 262,972 common shares directly. This balance reflects RSU conversions into common stock and share withholding for taxes as disclosed in the Form 4 tables.

What are the vesting terms of the Crexendo (CXDO) RSUs in this Form 4?

The RSUs vest in equal monthly installments over 36 months. One grant began vesting on March 25, 2025 and another on October 25, 2025, with full vesting contingent on continuous employment and shares delivered upon each vesting date.

At what price were the Crexendo (CXDO) tax-withheld shares valued in the Form 4?

The company valued the tax-withheld shares at $7.45 each. A total of 90 and 91 common shares were withheld at this closing stock price on January 25, 2026 to satisfy associated payroll tax obligations for the vesting RSUs.

What does each Crexendo (CXDO) RSU reported in this Form 4 represent?

Each RSU represents the right to receive one Crexendo common share upon vesting. Delivery of the underlying shares is contingent on continued employment through the vesting schedule, with shares issued as individual vesting installments occur.