appf-20260428

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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AppFolio, Inc.

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									Notice of 2026 Annual Meeting of Stockholders

Date & Time

Record Date

Location

June 12, 2026, 9:00 a.m. PT

April 16, 2026

www.virtualshareholdermeeting.com/APPF2026

To Our Stockholders:

Notice is hereby given that AppFolio, Inc. will hold its 2026 Annual Meeting of Stockholders (the "Annual Meeting") virtually on June 12, 2026, at 9:00 a.m. Pacific Time, via a live webcast, which can be accessed on the Internet by visiting www.virtualshareholdermeeting.com/APPF2026.

Only holders of record of shares of our Class A Common Stock and Class B Common Stock at the close of business on April 16, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof. To access the Annual Meeting, you will need a 16-digit control number. If you are a stockholder of record as of the Record Date, the control number is provided on the Notice Regarding the Availability of Proxy Materials you received in the mail or on your proxy card (if you requested to receive printed proxy materials). If you are a beneficial owner of shares held in “street name” through a broker, bank or other nominee, you may contact your broker, bank or nominee where you hold your account if you have questions about obtaining your control number.

Stockholders will be able to attend, vote and submit questions virtually during the Annual Meeting.

We are holding the Annual Meeting for the following purposes:


1						To elect two Class II directors to a three-year term to hold office until our 2029 annual meeting of stockholders, and until the date on which their successors are duly elected and qualified;
2						To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
3						To approve, on a non-binding, advisory basis, the compensation of our named executive officers; and
4						To transact such other business as may properly be brought before the Annual Meeting, or any adjournment or postponement thereof.

Our Board of Directors (our "Board") recommends that you vote FOR the election of each of the director nominees; FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm; and FOR the advisory approval of the compensation of our named executive officers.

On or about April 28, 2026, we mailed to our stockholders a Notice Regarding the Availability of Proxy Materials (the "Notice") containing instructions for how to access this proxy statement (including this Notice of 2026 Annual Meeting of Stockholders) relating to the Annual Meeting (this "Proxy Statement"), and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Annual Report"). As described in the Notice, the Proxy Statement and 2025 Annual Report can be accessed by visiting www.proxyvote.com and using the control number located on the Notice. The Notice also provides instructions on how to vote your shares electronically during the Annual Meeting, by Internet or by telephone, as well as how to receive a paper copy of the Proxy Statement and 2025 Annual Report and vote your shares by mail using a proxy card.


Notice of 2026 Annual Meeting of Stockholders

On behalf of AppFolio and our Board, I would like to express our appreciation for your ongoing interest in AppFolio.

Your interest in AppFolio and vote truly matter to us. It is important that all stockholders vote, regardless of the number of shares owned. Accordingly, we encourage you to read the proxy materials and vote your shares as soon as possible.

By Order of our Board,

Shane Trigg

President and Chief Executive Officer

Santa Barbara, California

April 28, 2026


									Table of Contents


General Information			1
Proposal One: Election of Directors			5
Proposal Two: Ratification of the Appointment of our Independent Registered Public Accounting Firm			11
Proposal Three: Advisory Vote to Approve Named Executive Officer Compensation			13
Directors and Corporate Governance			14
Director Independence			14
Board Leadership Structure			14
Board Role in Risk Oversight			15
Meetings of the Board of Directors			16
Agreements with Directors and Third Parties			16
Committees of our Board			17
Stockholder Nomination of Directors			19
Director Qualifications			19
Environmental, Social, and Governance at AppFolio			20
Codes of Business Conduct and Ethics			21
Insider Trading Policy			21
Stockholder Communications with our Board			21
Director Compensation Program			22
Director Compensation Table			23
Report of the Audit Committee			24
Executive Officers			25
Executive Compensation			27
Compensation Discussion and Analysis			27
Named Executive Officers			27
Compensation Philosophy			27
Elements of our Executive Compensation Program			29
Other Compensation-Related Topics			34
Compensation Committee Report			36
Summary Compensation Table			37
Grants of Plan-Based Awards			38
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			39
Outstanding Equity Awards at Fiscal Year End			40
Option Exercises and Stock Vested			43
Potential Payments upon Termination or Change in Control			43
CEO Pay Ratio			49
Equity Compensation Plan Information			50
Security Ownership of Certain Beneficial Owners and Management			51
Pay Versus Performance			54
Delinquent Section 16(a) Reports			58
Related Party Transactions			59
Additional Information			60
Procedures for Submitting Stockholder Proposals			60
Annual Report			60


									General Information

Meeting Details

Date & Time

Record Date

Location

June 12, 2026,

9:00 a.m. PT

April 16, 2026

www.virtualshareholdermeeting.com/APPF2026

Our Board is soliciting proxies for the Annual Meeting, and any adjournment or postponement thereof. In this Proxy Statement, the terms the "Company," “AppFolio,” "APPF," “we,” “us,” and “our” refer to AppFolio, Inc. and our subsidiaries.

Please carefully review the following, which is intended to provide general information about the Annual Meeting, including the date and time of the Annual Meeting, the quorum requirement, the proposals to be voted upon, the methods available for voting your shares, and the votes required to adopt the proposals.

Virtual Meeting

The Annual Meeting will be held virtually via a live webcast, which can be accessed on the Internet by visiting www.virtualshareholdermeeting.com/APPF2026. The Annual Meeting will start at 9:00 a.m. Pacific Time on June 12, 2026. We recommend that you log in a few minutes early to ensure you are logged in when the meeting starts. Online check-in will begin at 8:45 a.m. Pacific Time.

To access the Annual Meeting, you will need a 16-digit control number. If you are a stockholder of record as of the Record Date, the control number is provided on the Notice or on your proxy card (if you requested to receive printed proxy materials). If you are a beneficial owner of shares held in "street name" through a broker, bank or other nominee, you may contact your broker, bank or nominee where you hold your account if you have questions about obtaining your control number.

Stockholders will be able to attend, vote and submit questions virtually during the Annual Meeting.

Quorum Requirement

A quorum exists when at least a majority of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock entitled to vote as of the Record Date is present virtually or represented by proxy at the Annual Meeting.

Shares Outstanding and Entitled to Vote at the Annual Meeting

24,028,908 shares of Class A Common Stock and 11,329,625 shares of Class B Common Stock were outstanding and entitled to vote at the Annual Meeting as of the Record Date.

Notice Regarding Availability of Proxy Materials

In accordance with SEC rules and regulations, we have elected to furnish our proxy materials, including this Proxy Statement and our 2025 Annual Report, primarily via the Internet. Accordingly, on or about April 28, 2026, we mailed to our stockholders the Notice, which contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals to be voted upon at the Annual Meeting, and how to request paper copies of this Proxy Statement and the 2025 Annual Report. Stockholders may request to receive all future proxy materials from us in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet.


			1			2026 Proxy Statement


General Information

Proposals to be Voted Upon


Proposal		Board Vote Recommendation	Page Reference

1	To elect two Class II directors, Olivia Nottebohm and Saori Casey, to a three-year term to hold office until our 2029 annual meeting of stockholders, and until the date on which their successors are duly elected and qualified.	FOR	5
2	To ratify the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the fiscal year ending December 31, 2026.	FOR	11
3	To approve, on a non-binding, advisory basis, the compensation of our named executive officers.	FOR	13

Voting our Common Stock

Each share of our Class A Common Stock outstanding on the Record Date is entitled to one vote on any proposal presented at the Annual Meeting. Each share of our Class B Common Stock outstanding on the Record Date is entitled to ten votes on any proposal presented at the Annual Meeting.

Votes Required to Adopt Proposals


Proposal 1: Class II directors will be elected by a plurality of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present virtually or represented by proxy and entitled to vote on the election of directors at the Annual Meeting. This means that the two director nominees for Class II director who receive the most FOR votes will be elected as directors. You may vote FOR or Withhold for each nominee.
Proposal 2: The ratification of the appointment of PwC requires the affirmative vote of a majority of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting. You may vote FOR, Against, or Abstain.
Proposal 3: The approval, on a non-binding, advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting. You may vote FOR, Against, or Abstain.

Definitions of Stockholder of Record and Beneficial Owner

You are considered to be a stockholder of record if your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC.

If, however, your shares are held in a brokerage account or by a broker, bank or other nominee, and not in your name, you are considered to be the "beneficial owner" of shares held in "street name."


			2			2026 Proxy Statement


General Information

Voting Methods - Stockholder of Record

If you are a stockholder of record, you can vote your shares using any of the following methods:

By Internet

By Telephone

By Mail

During the Meeting

Visit www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 11, 2026 (please have the Notice in hand when you visit the website).

Call toll-free 1-800-690-6903, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 11, 2026 (please have the Notice in hand when you call).

If you requested a paper copy of this Proxy Statement, complete, sign and date the proxy card provided with this Proxy Statement and return it prior to the Annual Meeting in the postage-paid envelope we have provided, or return it prior to the Annual Meeting to Vote Processing c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717.

Attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/APPF2026 (please have the Notice in hand when you visit the website). You will have the opportunity to vote electronically during the Annual Meeting.

Voting Methods - Beneficial Owner

If you are the beneficial owner of shares held in “street name” through a broker, bank or other nominee, please follow the voting instructions provided to you by that nominee in order to vote your shares.

Revoking Your Proxy

If you are a stockholder of record, you may revoke your proxy by (i) voting again using the Internet or telephone before 11:59 p.m. Eastern Time on June 11, 2026 (your latest Internet or telephone proxy is the one that will be counted), (ii) completing, signing, dating and returning prior to the Annual Meeting a proxy card bearing a later date, (iii) attending the Annual Meeting and voting electronically via live webcast, or (iv) sending a written notice that you are revoking your proxy to AppFolio, Inc., 70 Castilian Drive, Santa Barbara, California 93117, Attn: General Counsel, and/or by sending an email to stockholdervoting@appfolio.com (in either case that is received prior to the Annual Meeting). Attending the Annual Meeting without voting electronically via live webcast will not revoke a previously delivered proxy.

If you are a beneficial owner, please follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy.

Broker Non-Votes

Generally speaking, a beneficial owner of shares held in “street name” is entitled to give voting instructions to the broker, bank or other nominee holding the shares, and the nominee will vote those shares in accordance with the instructions. If the beneficial owner does not provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are considered “routine” under Nasdaq rules, but cannot vote the shares with respect to matters that are considered “non-routine” under Nasdaq rules. In the event that a broker, bank or other nominee votes shares on the “routine” matters, but is not provided with voting instructions with respect to a “non-routine” matter, the shares will be treated as broker non-votes with respect to any such “non-routine” matter. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be treated as shares entitled to vote on any applicable proposal.


Proposal 1 is considered to be a "non-routine" matter under applicable Nasdaq rules. Accordingly, any shares held in "street name" through a broker, bank or other nominee will not be voted on Proposal 1 unless the beneficial owner affirmatively provides the nominee with voting instructions. Broker non-votes will have no effect on the outcome of Proposal 1.
Proposal 2 is considered to be a "routine" matter under applicable Nasdaq rules. Accordingly, any shares held in "street name" through a broker, bank or other nominee may be voted by the nominee on Proposal 2 even if the beneficial owner does not provide the nominee with voting instructions. We do not expect any broker non-votes on this Proposal 2.
Proposal 3 is considered to be a "non-routine" matter under applicable Nasdaq rules. Accordingly, any shares held in "street name" through a broker, bank or other nominee will not be voted on Proposal 3 unless the beneficial owner affirmatively provides the nominee with voting instructions. Broker non-votes will have no effect on the outcome of Proposal 3.


			3			2026 Proxy Statement


General Information

If you are the beneficial owner of shares held in "street name" through a broker, bank or other nominee, please be sure to instruct your nominee regarding how to vote your shares to ensure that your vote is counted with respect to each of the proposals.

Effect of Votes Withheld and Abstentions

A vote withheld, in the case of the proposal regarding the election of directors, or an abstention, in the case of the other proposals to be considered at the Annual Meeting, represents a stockholder’s affirmative election to decline to vote on a proposal. If a stockholder withholds or abstains from voting shares on a proposal, these shares will be considered present and entitled to vote at the Annual Meeting on such proposal. As a result, votes withheld and abstentions will be counted for purposes of calculating whether a quorum is present at the Annual Meeting.

Because the outcome of Proposal 1 will be determined by a plurality of the votes cast by our stockholders, votes withheld will have no effect on the outcome of Proposal 1. Because the outcome of Proposals 2 and 3 will be determined by the affirmative vote of a majority of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present virtually or represented by proxy and entitled to vote on the proposal at the Annual Meeting, abstentions will be counted as a vote against Proposals 2 and 3.

Submission of Questions

An online pre-meeting forum will be available to our stockholders at www.proxyvote.com prior to the date of the Annual Meeting. By accessing this online forum, our stockholders will be able to vote, view the Annual Meeting procedures, and obtain copies of proxy materials and our 2025 Annual Report.

As part of the Annual Meeting, we will hold a live question and answer session during which we intend to answer questions submitted during the meeting in accordance with the Annual Meeting procedures that are pertinent to the Company and the meeting matters, as time permits. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/APPF2026. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

Technical Assistance

We encourage you to access the Annual Meeting before it begins. Online check-in will start at 8:45 a.m. Pacific Time on June 12, 2026. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

Voting Instructions

If you properly complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit proxy voting instructions, but do not direct how your shares should be voted on a proposal, the persons named as proxies will vote in accordance with the Board's recommendations FOR the election of each of the director nominees; FOR the ratification of the appointment of PwC as our independent registered public accounting firm; and FOR the advisory approval of the compensation of our named executive officers.

Discretion of Proxies

Our Board does not presently know of any other business, other than that described in this Proxy Statement, that will be presented for consideration by our stockholders at the Annual Meeting. However, if any other business is properly brought before the Annual Meeting or any adjournment or postponement thereof, it is intended that the shares of our Class A Common Stock and Class B Common Stock represented by proxies will be voted in respect thereof in accordance with the judgment of the persons named as proxies.

Proxy Solicitation Costs

We are paying the expenses of preparing, printing and mailing this Proxy Statement, the Notice and our 2025 Annual Report as well as the costs incurred in connection with the solicitation and tabulation of proxies for the Annual Meeting. As part of this process, we will reimburse brokers, banks and other nominees for their reasonable out-of-pocket expenses for forwarding proxy materials to our beneficial stockholders. Our directors, officers and employees may solicit proxies on our behalf, including in person, or by telephone, email, facsimile, or other electronic or online methods, but they will not receive additional compensation for providing those services.

Request for Additional Information

If you have additional questions about this Proxy Statement or the Annual Meeting, please contact: AppFolio, Inc., 70 Castilian Drive, Santa Barbara, California 93117, Attn: General Counsel, and/or send an email to stockholdervoting@appfolio.com.


			4			2026 Proxy Statement


									PROPOSAL ONE:
									Election of Directors

Board Structure

The number of our directors is fixed by our Board, subject to the terms of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (our "Governing Documents"). The Board is currently comprised of seven directors divided into three classes, each serving staggered three-year terms. Our directors are divided among the three classes as follows:


			Class I consists of Andreas von Blottnitz, Agnes Bundy Scanlan and Janet Kerr, whose terms will expire at our annual meeting of stockholders to be held in 2028.
			Class II consists of Olivia Nottebohm and Saori Casey, whose terms will expire at the Annual Meeting.
			Class III consists of Shane Trigg and Winifred Webb, whose terms will expire at our annual meeting of stockholders to be held in 2027.

Directors in a particular class will be elected for a three-year term at the annual meeting of stockholders in the year in which the term of that class expires. As a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.

At the Annual Meeting, our stockholders are being asked to vote for each of Mses. Nottebohm and Casey, the two Class II directors listed above, to serve a three-year term on our Board until our annual meeting of stockholders to be held in 2029 and until her successor is duly elected and qualified, or until her earlier death, resignation, or removal. Each of these director nominees is a current member of our Board, and their respective terms expire at the Annual Meeting. Each of these director nominees has consented to serve if elected.

Director Nominees and Continuing Directors

The following table sets forth certain summary information concerning our director nominees and continuing directors as of April 28, 2026:


Name	Class	Age	Position	Director Since	Current Term Expires

Nominees:
Olivia Nottebohm(1)(2)	II	48	Director	2023	2026
Saori Casey	II	58	Director	2026	2026
Continuing Directors:
Shane Trigg	III	51	President, Chief Executive Officer and Director	2023	2027
Winifred Webb(3)(4)	III	68	Chairperson of the Audit Committee	2019	2027
Andreas von Blottnitz(1)(3)	I	60	Chairperson of the Board of Directors and Chairperson of the Compensation Committee	2007	2028
Agnes Bundy Scanlan(2)(3)(4)	I	68	Chairperson of the Risk and Compliance Oversight Committee	2020	2028
Janet Kerr(1)(2)(4)	I	71	Chairperson of the Nominating and Corporate Governance Committee	2015	2028

(1)Serves as a member of our Compensation Committee.

(2)Serves as a member of our Risk and Compliance Oversight Committee.

(3)Serves as a member of our Audit Committee.

(4)Serves as a member of our Nominating and Corporate Governance Committee.


			5			2026 Proxy Statement


Proposal One: Election of Directors

The biographies of each of the director nominees and continuing directors below contain information regarding each such person’s (i) service as a director, (ii) relevant business experience, and (iii) public company director positions held currently or at any time during the last five years. The information provided below also addresses for each director nominee and continuing director the specific experiences, qualifications, attributes or skills that led to the Board's conclusion that the person should serve as a director.

In addition to the information presented below regarding each director nominee's and continuing director's specific experiences, qualifications, attributes and skills, we believe each of our directors has a reputation for integrity, honesty and adherence to high ethical standards, and has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to serve AppFolio, our stockholders, and our Board. Although the Board does not have a specific diversity policy, we believe that the diversity in professional experience, race, ethnicity, gender identity, age, cultural background, and personal background among our directors and the differing experiences and viewpoints stemming therefrom enhance the overall performance of our Board, including in understanding opportunities, anticipating challenges and assessing risks.

Director Nominees: Nominees for Election at the Annual Meeting for an Additional Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders (Class II Directors) (Current Term Expires at the Annual Meeting)

Olivia Nottebohm has served as a member of our Board since 2023. Ms. Nottebohm has more than 20 years of experience in online software and has served in a number of senior positions overseeing sales, marketing, support, partnerships, strategy, human resources and operations. Since 2023, she has served as the Chief Operating Officer at Box (NYSE: BOX), a content cloud platform provider, where she leads the global go-to-market organization. Prior to this, Ms. Nottebohm served as the Chief Revenue Officer and an advisor to the CEO of Notion Labs, Inc., the maker of a cloud-based productivity platform, from 2021 to 2022, and the Chief Operating Officer at Dropbox, Inc. (Nasdaq: DBX), a file storage and sharing service provider from 2020 to 2021. Her experience also includes roles as Vice President of SMB Sales and GTM Operations, Google (Nasdaq: GOOG) Cloud and Senior Director, Americas GTM Operations, Google Ads and a partner at McKinsey & Company. She currently serves on the Board of Directors of Lightmatter, Inc. She received a B.A. in Economics from Harvard University and an M.B.A. from the Stanford Graduate School of Business.

We believe Ms. Nottebohm's background in the SaaS industry, as well as her robust management and consulting experience, qualify her to serve on our Board.

Olivia

Nottebohm

Age: 48

Director Since: 2023

Class: II


			6			2026 Proxy Statement


Proposal One: Election of Directors

Saori Casey has served as a member of our Board since 2026. Ms. Casey is the Chief Financial Officer of Sonos, Inc. (Nasdaq: SONO), an audio platform company specializing in multi-room audio, a position she has held since 2024. From 2011 to 2023, Ms. Casey served as the Vice President of Financial Planning and Analysis and Investor Relations at Apple, Inc. (Nasdaq: AAPL), a designer and manufacturer of consumer electronics and a variety of services, where she also managed compensation and benefit programs. Prior to that, Ms. Casey spent 15 years at Cisco Systems, Inc. (Nasdaq: CSCO) in various finance leadership roles. She currently serves on the Board of Directors of Houzz, Inc. Ms. Casey received a B.A. in Economics from the University of California, Santa Barbara and an M.B.A. from the Peter F. Drucker Graduate School of Management at Claremont Graduate University, where she has served as a member of the Drucker Advisory Board since 2018.

We believe Ms. Casey’s extensive financial leadership in the consumer electronics and technology industries, as well as her deep financial and compensation expertise, qualify her to serve on our Board.

Saori

Casey

Age: 58

Director Since: 2026

Class: II

Election of Director Nominees

Directors will be elected by a plurality of the combined voting power of the outstanding shares of our Class A Common Stock and Class B Common Stock present virtually or represented by proxy and entitled to vote on the election of directors at the Annual Meeting. This means that the two director nominees for Class II director who receive the most FOR votes will be elected as directors. Broker non-votes and withheld votes will have no effect on the outcome of the election.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received FOR the election of each of the director nominees. If any director nominee is unable to, or for good cause will not, serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute director nominee chosen by our Board. In the alternative, the proxies may vote only for any remaining director nominees, leaving one or more vacancies on our Board.

Recommendation of our Board



						OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.


			7			2026 Proxy Statement


Proposal One: Election of Directors

Continuing Directors: Continuing in Office with a Term Expiring at the 2027 Annual Meeting of Stockholders (Class III Directors)

Shane Trigg serves as our President & Chief Executive Officer. Prior to his appointment to this role in March 2023, he served as President & General Manager, Real Estate, from April 2020 to February 2023. From 2012 to 2020, Mr. Trigg served as a Senior Vice President, Commerce Cloud, and Senior Vice President, Marketing Cloud, at Salesforce (NYSE: CRM). From 2004 to 2011, Mr. Trigg held various leadership positions at Intuit, Inc. (Nasdaq: INTU) within the Intuit Real Estate Solutions division (now MRI Software), including as Vice President, Global Sales and Marketing. Mr. Trigg received a B.S. from The Ohio State University and an M.B.A. from the University of Notre Dame.

We believe Mr. Trigg is qualified to serve on our Board due to his deep institutional knowledge as our CEO, his more than 25-year track record of leadership in the technology and SaaS industries, and his extensive expertise in strategic planning and large-scale operations.

Shane

Trigg

Age: 51

Director Since: 2023

Class: III

Winifred Webb has served as a member of our Board since 2019. Ms. Webb is the founder of Kestrel Corporate Advisors, an advisory services firm. Prior to that, Ms. Webb was Managing Director at Tennenbaum Capital Partners from 2010 to 2013 and, before that, a member of the senior executive team at Ticketmaster Entertainment, Inc. from 2008 to 2010. Prior to joining Ticketmaster, Ms. Webb served for 20 years with The Walt Disney Company in various senior positions, including as Senior Vice President of Investor Relations and Shareholder Services, and in governance outreach, corporate treasury, and as Executive Director of The Walt Disney Company Foundation. Before Disney, she held roles in investment banking. Ms. Webb is a National Association of Corporate Directors Board Leadership Fellow. She currently serves on the Board of Directors of ABM Industries Incorporated (NYSE: ABM) and Wynn Resorts, Limited (Nasdaq: WYNN), and on the Board of Trustees of AMH (NYSE: AMH). Ms. Webb has served on several other public company boards, including TiVo and 9Spokes. Ms. Webb received her B.A. from Smith College and her M.B.A. from Harvard University. In addition, she earned the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon.

We believe Ms. Webb's extensive experience as a senior finance and investor relations executive, her involvement in real estate-related and digital companies, and her service as a public company director qualify her to serve on our Board.

Winifred

Webb

Age: 68

Director Since: 2019

Class: III


			8			2026 Proxy Statement


Proposal One: Election of Directors

Continuing Directors: Continuing in Office with a Term Expiring at the 2028 Annual Meeting of Stockholders (Class I Directors)

INC_Headshot_April_2022_Andreas_von_Blottnitz_2x2-300 1.jpg

Andreas von Blottnitz has served as Chairperson of the Board since 2007. Mr. von Blottnitz was a venture partner of BV Capital Management, LLC, a venture capital firm, from 2005 to 2021. From 1999 to 2004, he served as the Chief Executive Officer of ExpertCity, Inc., which was acquired by Citrix Online and later merged into GoTo. He currently serves on the Board of Directors of a number of private companies. He received a B.A. in Business Sciences from Wirtschaftsakademie in Hamburg, Germany.

We believe Mr. von Blottnitz’s background as a director and officer of multiple companies in the technology industry, his extensive investing experience, and his leadership and strategic planning skills qualify him to serve on our Board.

Andreas von

Blottnitz

Age: 60

Director Since: 2007

Class: I

AgnesBundy_Scanlan_headshots-2x2-300-2023 1.jpg

Agnes Bundy Scanlan has served as a member of our Board since 2020. Ms. Bundy Scanlan is the Chief Executive Officer of The Cambridge Group LLC, a strategy and risk management advisory firm, a position she has held since 2020. Prior to that, she was senior advisor for Treliant, LLC, where she counseled financial services firms on various challenges, including strategy, governance, regulatory, compliance, and risk management matters from 2017 to 2020 and 2012 to 2015. From 2015 to 2017, she served as the Northeast Regional Director of Supervision Examinations for the Consumer Financial Protection Bureau. Previously, she also served as Chief Regulatory Officer, Chief Compliance Officer, and Chief Privacy Officer, at TD Bank, practiced law at Goodwin Procter LLP, held various C-suite roles at Bank of America and Fleet Boston and served as legal counsel to the United States Senate Budget Committee. She currently serves on the Board of Directors of Truist Financial Corporation (NYSE: TFC) and iCapital. Ms. Bundy Scanlan holds an A.B. from Smith College and a J.D. from Georgetown University Law Center and several Bar memberships, and has earned the CERT Certificate from the Universities of Cambridge and Oxford Programs in Digital Transformation and Disruptive Technologies; the Certificate in Artificial Intelligence and the Certificate in Cybersecurity from MIT; two Certificates in Cybersecurity Oversight from Harvard University; and the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon.

We believe Ms. Bundy Scanlan's extensive risk management, regulatory, compliance, legal, banking, executive management, and government affairs experience, together with her serving as a director of other public companies, qualify her to serve on our Board.

Agnes Bundy

Scanlan

Age: 68

Director Since: 2020

Class: I


			9			2026 Proxy Statement


Proposal One: Election of Directors

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Janet Kerr has served as a member of our Board since 2015. Ms. Kerr is professor of Law Emeritus at the Caruso School of Law at Pepperdine University where she taught for over 30 years in the areas of corporate law and corporate governance. Ms. Kerr occupied the Laure Sudreau Chair and formerly served as Vice Chancellor of Pepperdine University. She is a well-known author in the areas of securities, corporate law and corporate governance, having published several articles and a book on the subjects. Ms. Kerr has founded or co-founded several technology companies, including X-Labs and a data analytics company acquired by Bloomberg. She currently serves on the Board of Directors of La-Z-Boy, Inc. (NYSE: LZB) and Tilly’s, Inc. (NYSE: TLYS). Ms. Kerr has served on several other public company boards including Carl’s Jr./Hardee’s, TSI, Inc., and Fidelity National Financial. She is currently a member of the National Association of Corporate Directors and has earned the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon, the Certificate from the University of Cambridge Program in Disruptive Technologies, the Certificate in Artificial Intelligence from MIT, and the Certificate in Generative Artificial Intelligence from MIT. Ms. Kerr is also a certified mediator.

We believe Ms. Kerr’s extensive corporate governance experience, together with her experience serving as a director of other public companies, qualify her to serve on our Board.

Janet

Kerr

Age: 71

Director Since: 2015

Class: I


			10			2026 Proxy Statement


									PROPOSAL TWO:
									Ratification of the Appointment of Our Independent Registered Public Accounting Firm

Our Audit Committee has appointed PwC as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2026. PwC has served as our independent registered public accounting firm since 2011.

Our Audit Committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the firm and us and any disclosed relationships or services that may impact the objectivity and independence of the firm, as well as the firm’s performance. As a matter of good corporate governance, our Board is submitting the appointment of PwC to our stockholders for ratification.

We expect a representative of PwC will attend the Annual Meeting and be available to respond to appropriate questions. The representative will have an opportunity to make a statement if he or she so chooses.

Fees Paid to the Independent Registered Public Accounting Firm

The following table sets forth the fees billed or expected to be billed by PwC for audit, audit-related, tax and all other services rendered for 2025 and 2024 (in thousands):


	2025 ($)	2024 ($)

Audit Fees	2,088	2,065
Audit-Related Fees	—	50
Tax Fees	193	269
All Other Fees	2	2
Total

SEC Form DEF 14A filed by AppFolio Inc.