Crexendo (CXDO) COO settles RSUs as company withholds shares for taxes

Rhea-AI Filing Summary

Crexendo, Inc.’s Chief Operating Officer Douglas Walter Gaylor reported routine equity compensation activity. On February 25, 2026, he acquired common stock through the exercise and conversion of restricted stock units (RSUs), a non-cash transaction at a stated price of $0.00 per share.

The company withheld 91 shares of common stock in two separate transactions at a price of $5.84 per share to cover associated payroll taxes, and the footnotes state these withholdings do not represent sales by the reporting person. Following these transactions, Gaylor directly owned 263,346 shares of Crexendo common stock.

Footnotes explain that each RSU converts into one share of common stock upon vesting, and that the RSUs vest in equal monthly installments over 36 months starting on March 25, 2025 and October 25, 2025, subject to continuous 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

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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^*

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)
02/25/2026

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	02/25/2026		M		278	A	$0(1)	263,250	D
Common Stock	02/25/2026		F(2)		91	D	$5.84	263,159	D
Common Stock	02/25/2026		M		278	A	$0(1)	263,437	D
Common Stock	02/25/2026		F(4)		91	D	$5.84	263,346	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)	02/25/2026		M			278	(3)	(3)	Common Stock	278	$0	6,668	D
Restricted Stock Units	$0(1)	02/25/2026		M			278	(5)	(5)	Common Stock	278	$0	8,612	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 91 shares of common stock for payment of the associated payroll taxes, using the closing stock price on February 25, 2026 of $5.84. 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 February 25, 2026 of $5.84. 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	02/27/2026
	** 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 insider transactions did Crexendo (CXDO) COO Douglas Walter Gaylor report?

Douglas Walter Gaylor reported exercises of restricted stock units converting into Crexendo common stock and related share withholdings for taxes. These were equity compensation events, not open-market trades, reflecting routine vesting and settlement of RSUs granted under his compensation program.

Were any of the Crexendo (CXDO) COO’s reported transactions open-market stock sales?

No, the filing specifies that shares withheld were for payroll taxes and do not represent sales by the reporting person. The transactions primarily involved RSU exercises and company tax withholding, rather than discretionary open-market buying or selling of Crexendo common stock.

How many Crexendo (CXDO) shares did the COO directly own after these transactions?

After the reported RSU exercises and tax-withholding events, Douglas Walter Gaylor directly owned 263,346 shares of Crexendo common stock. This total reflects the net impact of RSU conversions into shares and the small number of shares withheld to cover associated payroll tax obligations.

What price did Crexendo (CXDO) use for shares withheld to cover taxes?

Crexendo used a price of $5.84 per share, equal to the closing stock price on February 25, 2026, when withholding 91 shares in each of two transactions to cover payroll taxes. The filing clarifies these withholdings were not considered sales by the reporting person.

How do the Crexendo (CXDO) RSUs granted to the COO vest over time?

The RSUs vest in equal monthly installments over 36 months, starting March 25, 2025 and October 25, 2025, subject to continuous employment. Upon each vesting date, one share of Crexendo common stock is delivered for each RSU, according to the footnote descriptions.

What type of Form 4 transaction codes were used in the Crexendo (CXDO) COO’s filing?

The filing shows code M for exercises or conversions of derivative securities, reflecting RSU-to-stock conversions, and code F for share withholdings to pay payroll taxes. Both codes describe administrative equity compensation events rather than voluntary open-market purchases or sales of Crexendo shares.