Crexendo insider filing: COO converts RSUs, minor tax withholding

Rhea-AI Filing Summary

Crexendo (CXDO) Form 4 – Insider activity

COO Douglas W. Gaylor reported the 25 Jul 2025 vesting of 278 restricted stock units, converting them into an equal number of common shares at a $0 exercise price. To cover payroll taxes, the company withheld 77 shares at the closing price of $5.89, so the executive’s direct stake rose by a net 201 shares.

Following the transaction Gaylor now directly owns 237,671 common shares and still holds 8,612 unvested RSUs that vest monthly through March 2028. The trade, worth roughly $1.6 k gross, was not an open-market sale; the “F” code reflects tax withholding. Dollar value and share count are immaterial relative to Crexendo’s float, suggesting a neutral market impact while maintaining management-equity alignment.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; negligible size; no read-through for CXDO valuation.

The filing shows an automatic conversion of 278 RSUs with 77 shares withheld for taxes—standard practice under Rule 16b. Net acquisition of 201 shares raises direct ownership to 237,671 (<1% of shares outstanding). No open-market buying or selling occurred, and remaining unvested RSUs (8,612) continue to incentivize performance through 2028. Given the minuscule dollar amount, I view the event as neutral for both sentiment and liquidity.

Corporate Governance Specialist

TL;DR: Governance-friendly equity program; impact minimal.

Monthly-vesting RSUs align the COO’s pay with shareholder returns over a three-year span, and withholding shares for taxes avoids open-market disposals. The disclosure complies with Section 16 and illustrates transparent handling of equity incentives. However, the incremental share change is too small to influence control or voting dynamics, leading to a neutral governance impact rating.

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
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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)
07/25/2025

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
Common Stock	07/25/2025		M		278	A	$0(1)	237,748	D
Common Stock	07/25/2025		F(2)		77	D	$5.89	237,671	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)	07/25/2025		M			278	(3)	(3)	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 76 shares of common stock for payment of the associated payroll taxes, using the closing stock price on June 25, 2025 of $5.89. 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.

	/s/Douglas Walter Gaylor	07/31/2025
	** 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).
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FAQ

How many CXDO shares did COO Douglas Gaylor acquire on 25-Jul-2025?

He received 278 shares through RSU vesting; 77 were withheld for taxes, resulting in a net addition of 201 shares.

What is Douglas Gaylor’s total direct ownership after the Form 4 transaction?

Following the transaction, he holds 237,671 Crexendo common shares directly.

How many restricted stock units remain unvested for the COO?

Gaylor retains 8,612 RSUs that vest in equal monthly installments through March 2028.

Was there an open-market sale in this Form 4 filing?

No. The "F" code indicates shares withheld for tax obligations, not a discretionary market sale.

Does this insider activity materially affect CXDO’s share count?

No. The 201-share net change is immaterial relative to Crexendo’s total shares outstanding.