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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): November 16, 2024
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Former Chief Financial Officer Separation Agreement
As previously disclosed on October 24, 2024, Fay Sien Goon, the former Chief Financial Officer of AppFolio, Inc. (the “Company”), notified the Company’s Board of Directors (the “Board”) on October 23, 2024 of her plans to depart the Company effective as of October 25, 2024 (the “Separation Date”).
In connection with Ms. Goon’s departure, the Compensation Committee of the Board has approved, and the Company and Ms. Goon have entered into, a Separation Agreement, dated as of November 8, 2024 (the “Separation Agreement”), which became effective on November 16, 2024 (the “Effective Date”). Pursuant to the Separation Agreement, Ms. Goon will receive the following separation benefits: (i) an amount equal to $450,000, which represents 12 months of Ms. Goon’s base salary, payable in a lump sum on the Company’s first regularly scheduled pay date following the 60th day following the Effective Date; (ii) an amount equal to $367,397.26, which represents a pro-rated portion of Ms. Goon’s annual bonus under the Company’s Corporate Bonus Program for the Company’s fiscal year 2024, payable in a lump sum on the Company’s first regularly scheduled pay date following the 60th day following the Effective Date; (iii) subject to and conditioned upon Ms. Goon’s valid and timely election to receive continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and, if applicable, any state continuation coverage laws (collectively, “COBRA”), the Company will pay or reimburse Ms. Goon for the monthly COBRA premiums for her and her covered dependents (if any) during the period commencing on the Separation Date and ending on the earlier to occur of (x) 12 months following the Separation Date and (y) the date that Ms. Goon ceases to be eligible for continuation coverage under COBRA; (iv) an extension of Ms. Goon’s participation in the Company’s Executive Medical Reimbursement Program in effect as of the Separation Date until the earlier to occur of (x) March 31, 2025 and (y) the date on which she ceases to be eligible for continuation coverage under COBRA; and (v) Ms. Goon’s time-based restricted stock units and performance-based restricted stock units that were outstanding and unvested as of the Separation Date have been treated in accordance with the Equity Award Treatment (as defined in that certain employment agreement by and between Ms. Goon and the Company, dated as of September 15, 2021).
Ms. Goon’s receipt of the aforementioned separation benefits is conditioned upon the effectiveness of a general release of claims in favor of the Company (and certain of its affiliates and related parties) that is included within the Separation Agreement, as well as her continued compliance with certain customary restrictive covenants included in the Separation Agreement and that certain Fair Competition and Proprietary Information Protection Agreement previously entered into by and between Ms. Goon and the Company.
The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:

Exhibit Number |  | Description
10.1 |  | Separation Agreement, dated November 8, 2024, by and between Fay Sien Goon and the Company
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: November 21, 2024 | AppFolio, Inc. |
| By: /s/ Matt Mazza |
| Name: Matt Mazza |
| Title: Chief Legal Officer |