Crexendo (CXDO) Insider Filing: 4,000 Options at $2.25 and 9,167 RSUs Vest

Rhea-AI Filing Summary

Crexendo, Inc. (CXDO) insider Douglas Walter Gaylor reported multiple equity awards and vesting transactions on 09/04/2025 and 09/05/2025. Mr. Gaylor, Chief Operating Officer and director, was issued or had vesting events for stock options (4,000 shares exercisable at $2.25) and restricted stock units (9,167 RSUs delivered across dates). The Form 4 shows net beneficial ownership of 249,671 shares after these transactions. The company withheld 1,368 shares on 09/04/2025 and 1,140 shares on 09/05/2025 to satisfy payroll taxes; those withholdings are not sales by the reporting person. Option exercise schedule and RSU vesting schedules are disclosed in the explanations.

Positive

• Increased insider alignment: Vesting of options and RSUs raises the reporting person's direct stake to 249,671 shares.
• Clear disclosure of compensation terms: Option exercise price ($2.25) and RSU vesting schedules are documented.
• Timely filing: Form is signed and dated 09/08/2025, consistent with reporting obligations.

Negative

• None.

Insights

Financial Analyst

TL;DR: Executive compensation converted into equity increases insider stake, reflecting standard vesting and tax-withholding activity.

The Form 4 documents routine equity-based compensation events: exercise-eligible options and multiple RSU vesting installments that increase Mr. Gaylor's direct share count to 249,671 shares. The option exercise price of $2.25 and RSU withholding for payroll taxes at closing prices of $6.49 and $6.59 are disclosed. These are compensation-related transactions rather than open-market purchases or sales, so they primarily affect dilution and insider alignment rather than signalling market-driven trading.

Corporate Governance Expert

TL;DR: Vesting schedules and tax-withholding are clearly disclosed; filings appear compliant and timely.

The filing specifies vesting schedules for options (monthly installments since 2019) and RSUs (quarterly vesting over 12 quarters), and it documents share withholding to satisfy payroll taxes without representing sales. The Form 4 is signed and dated 09/08/2025, indicating timely disclosure under Section 16 filing requirements. No related-party transfers or unusual derivative structures are reported.

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

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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)
09/04/2025

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	09/04/2025		M		4,000	A	$2.25	241,872	D
Common Stock	09/04/2025		M		5,000	A	$0(2)	246,872	D
Common Stock	09/04/2025		F(3)		1,368	D	$6.49	245,504	D
Common Stock	09/05/2025		M		4,167	A	$0(2)	249,671	D
Common Stock	09/05/2025		F(5)		1,140	D	$6.59	248,531	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
Stock Options	$2.25	09/04/2025		M		4,000		(1)	02/12/2026	Common Stock	4,000	$2.25	4,000	D
Restricted Stock Units	$0(2)	09/04/2025		M			5,000	(4)	(4)	Common Stock	5,000	$0	50,000	D
Restricted Stock Units	$0(2)	09/05/2025		M			4,167	(6)	(6)	Common Stock	4,167	$0	25,000	D

Explanation of Responses:

1. The stock options vested over 36 equal monthly installments beginning on 3/12/2019.

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

3. The Company withheld 1,368 shares of common stock for payment of the associated payroll taxes, using the closing stock price on September 4, 2025 of $6.49. This transaction does not represent a sale by the reporting person.

4. The RSUs will vest in equal quarterly installments over 12 quarters starting on June 4, 2025 until such time as the RSUs are 100% vested, subject to continuous employment. Shares will be delivered upon vesting.

5. The Company withheld 1,140 shares of common stock for payment of the associated payroll taxes, using the closing stock price on September 5, 2025 of $6.59. This transaction does not represent a sale by the reporting person.

6. The RSUs vest in equal quarterly installments over 12 quarters starting on June 5, 2024 until such time as the RSUs are 100% vested, subject to continuous employment. Shares will be delivered upon vesting.

	/s/Douglas Walter Gaylor	09/08/2025
	** 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

What transactions did Crexendo (CXDO) COO Douglas Gaylor report on Form 4?

He reported exercise-eligible stock options for 4,000 shares at $2.25 and vesting/delivery of 9,167 RSUs across 09/04/2025 and 09/05/2025.

How many shares does Douglas Gaylor beneficially own after these transactions?

The Form 4 lists 249,671 shares beneficially owned following the reported transactions.

Were any shares sold by the reporting person in these transactions?

No. The file states that the withholding of 1,368 and 1,140 shares was for payroll taxes and does not represent a sale by the reporting person.

What prices were used for tax-withholding on the RSU deliveries?

The company used the closing prices of $6.49 on 09/04/2025 and $6.59 on 09/05/2025 to calculate withheld shares for payroll taxes.

What are the vesting schedules disclosed in the Form 4?

Options vested in monthly installments beginning 03/12/2019; certain RSUs vest quarterly over 12 quarters starting either 06/04/2025 or 06/05/2024 as specified.