Form 4: CXDO COO Receives 278 RSUs; Tax Withholding of 77 Shares

Rhea-AI Filing Summary

Douglas Walter Gaylor, Chief Operating Officer and director of Crexendo, Inc. (CXDO), reported equity changes on Form 4 dated 08/25/2025. He was granted 278 restricted stock units (RSUs) that convert 1-for-1 into common shares upon vesting, and following the grant he beneficially owns 8,334 shares of common stock. The RSUs vest in equal monthly installments over 36 months beginning March 25, 2025, subject to continuous employment. The company withheld 77 shares to cover payroll taxes using the $6.06 closing price on August 25, 2025. The filing was signed by Mr. Gaylor on 08/27/2025.

Positive

• 278 RSUs granted to the COO, aligning compensation with long-term employment and potential shareholder value
• 77 shares withheld for payroll taxes was handled via share withholding rather than a market sale, per the filing

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity award with standard vesting schedule; withholding used to satisfy payroll taxes.

The Form 4 discloses a conventional compensation event: a grant of 278 RSUs converting to common shares upon vesting, with a 36-month monthly vesting schedule starting March 25, 2025. The filing shows 77 shares withheld to satisfy payroll tax obligations at the $6.06 closing price, and a post-transaction beneficial ownership of 8,334 shares. This is a typical retention/compensation mechanism and consistent with ongoing executive equity programs; the filing contains no indication of disposition beyond tax withholding.

Securities Analyst

TL;DR: Insider received RSUs; transaction limited to issuance and tax withholding, presenting no immediate sale pressure.

The reported transactions comprise an issuance of 278 RSUs (code M) and a withholding of 77 shares to cover taxes (code F) at a recorded price of $6.06. The RSUs are contingent on continued employment and vest monthly over 36 months, indicating a multi-year alignment of executive compensation with shareholder outcomes. The filing does not report any open-market sales or other dispositions.

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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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)
08/25/2025

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	08/25/2025		M		278	A	$0(1)	237,949	D
Common Stock	08/25/2025		F(2)		77	D	$6.06	237,872	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)	08/25/2025		M			278	(3)	(3)	Common Stock	278	$0	8,334	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 77 shares of common stock for payment of the associated payroll taxes, using the closing stock price on August 25, 2025 of $6.06. 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	08/27/2025
	** 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 did Crexendo insider Douglas Gaylor report on Form 4 for CXDO?

He reported a grant of 278 RSUs, withholding of 77 shares for payroll taxes at $6.06, and post-transaction beneficial ownership of 8,334 shares.

How do the RSUs granted to the COO vest?

The RSUs vest in equal monthly installments over 36 months beginning March 25, 2025, subject to continuous employment.

Did the Form 4 show any open-market sale by the reporting person?

No. The filing shows tax-withholding of 77 shares but explicitly states this does not represent a sale by the reporting person.

What price was used to calculate the withheld shares for taxes?

$6.06 was the closing stock price on August 25, 2025 used to determine the 77 shares withheld for payroll taxes.

How many common shares does Douglas Gaylor beneficially own after the reported transactions?

8,334 shares of Crexendo common stock following the reported transactions.