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): June 12 26, 2026

AppFolio, Inc.

(Exact name of registrant as specified in its ~~chart~~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~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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 5.~~07 Submission~~02. Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~(b) On ~~AppFolio~~June 26, ~~Inc.~~ 2026, ~~Annual~~Andreas ~~Meeting~~von ofBlottnitz ~~Stockholders~~and ~~(the~~Janet ~~“Annual~~Kerr ~~Meeting”)~~retired, ~~was~~effective ~~held~~as onof June 1229, 2026~~. As of April 16~~, ~~2026,~~from the ~~record~~Board ~~date~~of ~~for~~Directors ~~the~~of ~~Annual Meeting (the “Record Date”),~~ AppFolio, Inc. (the "“Company"”), ~~had~~including ~~outstanding~~any ~~24,028,908~~committees ~~shares~~ of ~~Class~~the ABoard ~~Common~~on ~~Stock~~which ~~and~~they 11served,~~329~~ and,~~625~~ ~~shares~~in ofthe ~~Class~~case Bof ~~Common Stock~~Mr. Atvon ~~the~~Blottnitz, ~~Annual~~from ~~Meeting,~~his ~~20,842,533~~service ~~shares~~as Chairman of ~~Class~~the ABoard ~~Common~~(the ~~Stock~~“Retirements”). ~~and~~Mr. ~~11,235,106~~von ~~shares~~Blottnitz ofand ~~Class~~Ms. BKerr ~~Common~~had ~~Stock~~served ~~were~~as ~~present~~directors ~~virtually~~since or2007 ~~represented~~and by2015, ~~proxy~~respectively. ~~Each~~Neither ~~share~~ of ~~Class A Common Stock outstanding on~~ the ~~Record~~Retirements ~~Date~~is ~~was~~due ~~entitled~~ to ~~one~~any ~~vote~~disagreement onwith ~~each proposal presented at~~ the ~~Annual~~Company ~~Meeting,~~or ~~and each share of Class B Common Stock outstanding~~ on ~~the~~any ~~Record~~matter ~~Date~~relating ~~was entitled~~ to ~~ten~~its ~~votes~~operations, onpolicies ~~each~~or ~~proposal presented at the Annual Meeting~~practices.

~~Following~~(d) On isJune a26, ~~brief~~2026, ~~description~~the Board of, ~~and~~Directors of the ~~final~~Company ~~results~~(the “Board”), upon the recommendation of the ~~voting~~Board’s onNominating and Corporate Governance Committee (the “Nominating and Corporate Governance Committee”), ~~each~~elected, effective as of June 29, 2026, Diya Jolly and Michael Yang to the ~~proposals~~Board ~~voted~~as ~~upon~~Class atI Directors to fill the ~~Annual~~vacancies ~~Meeting~~on the Board created by the Retirements. ~~The~~Ms. ~~proposals~~Jolly ~~are~~and ~~described~~Mr. inYang ~~more~~will ~~detail~~serve inon the ~~Company's~~Board ~~Definitive~~until ~~Proxy~~the ~~Statement~~2028 onAnnual ~~Schedule~~Meeting ~~14A,~~of ~~which~~Stockholders ~~was~~and ~~filed~~until ~~with~~her ~~the~~or ~~Securities~~his successor is duly elected and ~~Exchange~~qualified ~~Commission~~or onuntil ~~April~~her 28or his earlier death, ~~2026~~resignation or removal.

~~Proposal~~In 1connection –with ~~Election~~their election, the Board determined that each of ~~Class~~Ms. IIJolly ~~Directors~~and Mr. Yang qualifies as an independent director under the applicable Nasdaq and SEC rules. There were no arrangements or understandings between Ms. Jolly or Mr. Yang and any other persons, pursuant to which she or he was selected as a director. No information is required to be disclosed with respect to Ms. Jolly or Mr. Yang or her or his immediate family members pursuant to Item 404(a) of Regulation S-K. Each of the new directors will receive the same compensation and equity awards as the Company’s other non-employee directors as described in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders under the caption “Director Compensation Policy,” subject to the updates set forth below. The Company will enter into its standard form of indemnification agreement with each of the new directors.

~~The~~Ms. ~~first~~Jolly ~~proposal~~is ~~voted~~the ~~upon~~Chief atProduct ~~the~~and ~~Annual~~Technology ~~Meeting~~Officer ~~was~~of Xero Limited (ASX: XRO), a global cloud-based accounting and financial technology platform for small businesses, a position she has held since April 2023. From July 2019 to April 2023, Ms. Jolly served as the ~~election~~Chief Product Officer of ~~two~~Okta, ~~Class~~Inc. II(Nasdaq: ~~directors~~OKTA), ~~Olivia~~a ~~Nottebohm~~workforce and ~~Saori~~customer ~~Casey,~~identity software. Prior to that, Ms. Jolly spent more than seven years at Google, a ~~three-year~~subsidiary ~~term~~of toAlphabet ~~hold~~Inc. ~~office~~(Nasdaq: ~~until~~GOOGL), ~~the~~in ~~Company’s~~product ~~2029~~leadership ~~Annual~~roles, ~~Meeting~~including as Vice President of ~~Stockholders~~Product Management. Earlier in her career, she held product management roles at FreeWheel and ~~until~~Microsoft ~~the~~Corporation ~~date~~(Nasdaq: MSFT) and served as a business analyst at McKinsey & Company. She served on ~~which~~the ~~their~~Board ~~respective~~of ~~successors~~Directors ~~are~~of ~~duly~~ServiceTitan, ~~elected~~Inc. (Nasdaq: TTAN) from June 2021 to June 2024. Ms. Jolly received a B.S. in Electrical Engineering and ~~qualified~~Economics from the University of Michigan and an M.B.A. from Harvard Business School.

AtMr. ~~the~~Yang ~~Annual~~is ~~Meeting~~a Partner at Investment Group of Santa Barbara, a private investment company he joined in July 2018. Since December 2020, he has also served as Founder and CEO of Toro TMS, a vertical software company serving the ~~Class~~trucking IIand ~~directors~~transportation ~~were~~industry. ~~elected~~Previously, byhe held management and investing roles at McKinsey & Company, U.S. Steel and Tiger Management. He holds a B.A. from Northwestern University and an M.B.A. from the ~~following~~Stanford ~~votes:~~Graduate School of Business, where he was an Arjay Miller Scholar.

Name of Director	For	Withheld	Broker Non-Votes
Olivia Nottebohm	125,033,431	6,146,417	2,013,745
Saori Casey	130,956,960	222,888	2,013,745

In connection with the aforementioned changes to the Board, on June 26, 2026, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, also (1) appointed Shane Trigg, the Company’s President and Chief Executive Officer and a Class III director, as the Chairman of the Board to succeed Mr. von Blottnitz in that role, (2) established the position of Lead Independent Director, (3) appointed Winifred Webb, a Class III director, as the Lead Independent Director, and (4) appointed (a) Saori Casey, a Class II director, to the Audit Committee of the Board, (b) Ms. Casey and Mr. Yang to the Compensation Committee of the Board, (c) Mr. Yang to the Nominating and Corporate Governance Committee, and (d) Ms. Jolly to the Risk and Compliance Oversight Committee of the Board, in each case effective as of June 29, 2026.

~~Proposal~~In addition, on June 26, 2026, the Board, upon the recommendation of the Compensation Committee, approved, effective as of June 29, 2026, the following updates to the Company’s compensation program for its non-employee directors: (1) Committee Chairs will receive an annual retainer of $40,000 rather than $50,000; (2) –the ~~Ratification~~annual equity award for non-employee directors will have a grant date fair market value of ~~Appointment~~$200,000, increased from $150,000; and (3) the Lead Independent Director will receive an additional annual cash retainer of $40,000 for her service as the Lead Independent ~~Registered~~Director. ~~Public~~No ~~Accounting~~other ~~Firm~~changes were made to the Company’s compensation program for its non-employee directors as described in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders under the caption “Director Compensation Policy.” Mr. Trigg will not receive any separate compensation for his service as the Chairman of the Board.

The second proposal voted upon at the Annual Meeting was the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

At the Annual Meeting, the proposal was approved by the following vote:

For						Against						Abstain						Broker Non-Votes
133,132,040						52,759						8,794						—

Proposal 3 – Advisory Vote on Named Executive Officer Compensation

The third proposal voted upon at the Annual Meeting was the approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers.

At the Annual Meeting, the proposal was approved by the following vote:

For						Against						Abstain						Broker Non-Votes
130,615,480						546,022						18,346						2,013,745

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.

			AppFolio, Inc.
Date: July 1, 2026			AppFolio, Inc.
Date: June 15, 2026			By: /s/ Evan Pickering
			By: /s/ Evan Pickering
			Name: Evan Pickering
			Title: General Counsel

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