UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~ October 30, 2025

AppFolio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


001-37468			26-0359894
(Commission File Number)			(IRS Employer Identification Number)

70 Castilian Drive

Santa Barbara, CA 93117

(Address of principal executive offices)

Registrant’s telephone number, including area code: (805) 364-6093

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value	APPF	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.~~01 Entry~~02 ~~into~~Results aof ~~Material~~Operations ~~Definitive~~and ~~Agreement~~Financial Condition.

On ~~September~~ October 30, 2025, AppFolio, Inc. (the “"Company”") ~~entered~~issued ~~into~~ a ~~credit~~press ~~agreement~~release byannouncing ~~and~~its ~~among~~financial ~~the~~results ~~Company,~~for ~~certain~~its ~~subsidiaries~~third ofquarter ~~the~~ended ~~Company as guarantors~~September 30, ~~the~~2025. ~~lender(s)~~A ~~party~~copy ~~thereto,~~of ~~and~~the ~~PNC~~press ~~Bank,~~release ~~National~~is ~~Association,~~attached inhereto ~~its capacity~~ as ~~Administrative~~Exhibit ~~Agent, Swingline Loan Lender and Issuing Lender (the “Credit Facility”)~~99. 1.

The ~~Credit~~information ~~Facility~~contained ~~provides~~in ~~for~~this aItem ~~$150~~2.002, ~~million~~including ~~senior~~the ~~secured~~press ~~revolving~~release ~~credit~~attached ~~facility~~hereto ~~with~~as aExhibit ~~$25~~99.01, ~~million~~is ~~sublimit~~being ~~for~~furnished ~~the~~and ~~issuance~~shall ofnot ~~letters~~be ofdeemed ~~credit~~to ~~and~~be a“filed” ~~$25 million sublimit~~ for ~~swingline~~purposes ~~loans.~~of ~~The~~Section ~~Credit~~18 ~~Facility~~of isthe ~~scheduled~~Securities toExchange ~~mature~~Act onof ~~September 30~~1934, ~~2030~~as amended (the ~~“Expiration~~"Exchange ~~Date”~~Act")., ~~The~~or ~~Credit~~otherwise ~~Facility~~subject ~~permits the Company~~ to ~~(a) increase~~ the ~~revolving~~liability ~~loan~~of ~~commitment~~that ~~thereunder~~Section. orSuch ~~incur~~information ~~term~~shall ~~loans~~not ~~thereunder~~be indeemed ~~amounts not~~ to ~~exceed~~be ~~(i)~~incorporated ~~the~~by ~~greater~~reference ofin ~~$225.0~~any ~~million~~filing ~~and 100%~~ of ~~Consolidated EBITDA (as defined in~~ the ~~Credit~~Company ~~Facility)~~under ~~for~~ the ~~most~~Securities ~~recently~~Act ~~ended~~of ~~four fiscal quarter period plus (ii) any additional amounts so long as~~1933, ~~immediately after giving effect thereto, the pro forma Consolidated Net Leverage Ratio (~~as ~~defined in the Credit Facility) would not exceed 3.25:1.00~~amended, ~~and~~or ~~(b) extend~~ the ~~Expiration~~Exchange ~~Date~~Act, inwhether ~~each~~made ~~case,~~before ~~subject~~or toafter ~~satisfaction~~the ofdate ~~certain customary conditions and limits (including~~hereof, ~~without~~regardless ~~limitation, the consent~~ of any ~~lender~~general soincorporation ~~increasing~~language orin ~~extending).~~such Asfiling, ofexcept ~~September~~as ~~30,~~otherwise ~~2025,~~expressly ~~the~~set ~~Company~~forth ~~had~~by nospecific ~~outstanding~~reference ~~borrowings~~in ~~under~~such ~~the~~a ~~Credit Facility~~filing.

~~Borrowings~~Item under the Credit Facility bear interest at a rate per annum equal to, at the Company’s option, (a) one-, three-, or six-month Term SOFR (as defined in the Credit Facility) plus a margin that is based upon the Company’s Consolidated Net Leverage Ratio (ranging from 1255.002 toDeparture ~~200.00~~of ~~basis~~Directors ~~points), (b) Daily Simple SOFR (as defined in the Credit Facility) plus a margin that is based upon the Company’s Consolidated Net Leverage Ratio (ranging from 125.0 to 200.00 basis points),~~ or ~~(c)~~Certain ~~the~~Officers; ~~Base~~Election ~~Rate~~of ~~(as~~Directors; ~~defined~~Appointment inof ~~the~~Certain ~~Credit~~Officers; ~~Facility)~~Compensatory ~~plus~~Arrangements aof ~~margin~~Certain ~~that is based upon the Company’s Consolidated Net Leverage Ratio (ranging from 25~~Officers.0 to 100.00 basis points). Swingline loans bear interest at a rate per annum equal to Daily Simple SOFR plus a margin that is based upon the Company’s Consolidated Net Leverage Ratio (ranging from 125.0 to 200.00 basis points). Subject to certain conditions, the Company may borrow, prepay and reborrow amounts under the Credit Facility at any time during the term thereof and may reduce the revolving loan commitments, in whole or in part, without penalty or premium.

~~The~~Departure Company is required to pay, on a quarterly basis, a commitment fee based on amounts committed but unused under the Credit Facility at a rate equal to 15.0 to 30.0 basis points per annum depending on the Company’s Consolidated Net Leverage Ratio. The Company is also obligated to pay certain customary letter of ~~credit~~Chief ~~and~~Trust ~~agency~~Officer ~~fees.~~

~~The~~On ~~Company’s~~October ~~obligations~~30, ~~under~~2025, the ~~Credit~~Company ~~Facility~~announced ~~are~~that ~~guaranteed~~Matt byMazza, ~~certain~~Chief ofTrust ~~the~~Officer, ~~Company’s~~will ~~subsidiaries~~depart ~~(collectively,~~ the ~~“Guarantors”)~~Company ~~and~~on ~~secured~~November by14, a2025. ~~first-priority~~To ~~security~~facilitate ~~interest~~an inorderly ~~substantially~~transition, ~~all~~Mr. ofMazza's ~~the~~duties ~~personal~~were ~~property~~reassigned ofand ~~the~~he ~~Company~~ceased ~~and~~serving ~~the~~as ~~Guarantors,~~Chief ~~subject~~Trust toOfficer ~~certain~~on ~~customary~~October ~~exclusions~~27, ~~and exceptions~~2025.

The Credit Facility contains customary representations, warranties and affirmative and negative covenants, including a financial covenant that requires the Company to maintain a Consolidated Net Leverage Ratio not greater than 3.75:1:00 (or 4.25:1:00 during any Acquisition Step-Up Period (as defined in the Credit Facility)). The negative covenants include, among other things, restrictions on the ability of the Company and its subsidiaries to incur indebtedness and liens, make investments, pay dividends or distributions or repurchase equity interests, merge, consolidate or otherwise dispose of assets, enter into transactions with affiliates, and prepay, redeem, purchase, or otherwise retire junior indebtedness, all subject to certain exceptions.

The Credit Facility also contains customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, unenforceability of loan documents, material judgments, certain material ERISA events, a change of control, and certain bankruptcy and insolvency events. Upon the occurrence and during the continuance of an event of default, the lenders may terminate their commitments and accelerate the Company’s and the Guarantors’ obligations under the Credit Facility.

The foregoing description of the Credit Facility is qualified in its entirety by reference to the Credit Facility, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number						Description
10.1						Revolving credit facility agreement
99.1						Press release issued on October 30, 2025, announcing AppFolio, Inc.'s financial results for its third quarter ended September 30, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 30, 2025

AppFolio, Inc.

Date:

October 30, 2025

AppFolio, Inc.

~~By: /s/ Tim Eaton~~

By: /s/ Tim Eaton

~~Name: Tim Eaton~~

Name: Tim Eaton

~~Title: Chief Financial Officer~~

Title: Chief Financial Officer

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