Crexendo Insider Filing: COO Converts 277 RSUs, Net Increase 201 CXDO Shares

Rhea-AI Filing Summary

Crexendo, Inc. (CXDO) – Form 4 filing dated 27 June 2025 reports routine equity movements by Chief Operating Officer Douglas Walter Gaylor.

• Derivative exercise: On 25 June 2025 the COO converted 277 Restricted Stock Units (RSUs) into an equal number of common shares (Transaction Code M). Exercise price was $0 because RSUs convert without cash consideration.
• Tax withholding: To cover payroll taxes, the company retained 76 of those newly issued shares at the 25 June closing price of $5.75 (Transaction Code F). This action is classified as a disposition but does not reflect an open-market sale.
• Net result: Gaylor’s direct ownership rose by 201 shares, from 237,269 to 237,470 shares of Crexendo common stock.
• Remaining incentives: After the conversion, Gaylor still holds 8,890 unvested RSUs. According to the filing, these RSUs vest in equal monthly installments over 36 months beginning 25 March 2025, contingent on continuous employment.

No cash proceeds were realized by the insider; the filing reflects ordinary-course equity compensation vesting. Transaction size (≈0.1% of current holdings and an immaterial fraction of CXDO’s 24 million-share float) suggests minimal market impact.

Positive

• Insider ownership increased by 201 shares, indicating continued alignment of the COO with shareholder interests.
• No open-market sale; 76 shares were withheld solely for tax obligations, avoiding selling pressure.

Negative

• Immaterial size – only 277 shares converted versus a 24 million-share float, offering little insight into long-term insider sentiment.
• Ongoing RSU overhang: 8,890 unvested units remain and will incrementally dilute equity as they vest.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; COO adds 201 shares, negligible market impact.

The conversion of 277 RSUs and associated 76-share tax withholding is standard executive compensation mechanics. The net addition of 201 shares lifts the COO’s stake to 237,470 shares, reinforcing alignment but by a de-minimis amount. The outstanding 8,890 RSUs vest monthly through March 2028, implying a predictable, low-volume issuance cadence that should not meaningfully dilute shareholders. Overall, this Form 4 is neutral for valuation or sentiment.

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)
06/25/2025

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	06/25/2025		M		277	A	$0(1)	237,546	D
Common Stock	06/25/2025		F(2)		76	D	$5.75	237,470	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)	06/25/2025		M			277	(3)	(3)	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 76 shares of common stock for payment of the associated payroll taxes, using the closing stock price on June 25, 2025 of $5.75. 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	06/27/2025
	** 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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** 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 the COO acquire on 25 June 2025?

277 shares were issued from RSU conversion, of which 201 were retained after tax withholding.

What is Douglas Gaylor’s total CXDO ownership after the transaction?

He now directly owns 237,470 common shares.

Why were 76 shares classified as disposed in the Form 4?

They were withheld by the company at $5.75 to satisfy payroll tax obligations; no market sale occurred.

How many RSUs are still outstanding for the COO?

Gaylor holds 8,890 unvested RSUs scheduled to vest monthly through March 2028.

Does this insider transaction signal a major change in sentiment toward CXDO?

No. The filing reflects routine compensation vesting and is too small to indicate a strategic view.