appn-20260421

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.__)

Filed by the Registrant ý

Filed by a party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under § 240.14a-12

APPIAN CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

ý No fee required

¨ Fee paid previously with preliminary materials

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

APPIAN CORPORATION

7950 Jones Branch Drive

McLean, Virginia 22102

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 3, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders, or Annual Meeting, of APPIAN CORPORATION, a Delaware corporation (the “Company”). The Annual Meeting will be held on Wednesday, June 3, 2026, at 11:00 a.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions, and vote online. You will not be able to attend the meeting in person. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/APPN2026 and entering your 16-digit control number (included on the Notice Regarding the Availability of Proxy Materials mailed to you). The purpose of the Annual Meeting will be the following:

1.To elect the eight (8) nominees for director named herein to serve until the 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.

2.To ratify the selection by the Audit Committee of the Board of Directors of BDO USA, P.C. as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026.

3.To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

4.To approve, on an advisory basis, the frequency of future advisory votes on named executive officer compensation.

5.To approve the Amended and Restated 2017 Equity Incentive Plan.

6.To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is April 8, 2026. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof. For the ten days prior to the Annual Meeting, a list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder of record for purposes germane to the Annual Meeting at our corporate headquarters during regular business hours. In addition, during the Annual Meeting, that list of stockholders will be available for examination by any stockholder of record at www.virtualshareholdermeeting.com/APPN2026.

By Order of the Board of Directors,

Jaye Campbell

General Counsel and Secretary

McLean, Virginia

April 22, 2026


We are primarily providing access to our proxy materials over the Internet pursuant to the Securities and Exchange Commission’s notice and access rules. On or about April 22, 2026, we expect to mail to our stockholders of record as of April 8, 2026, a Notice of Internet Availability of Proxy Materials that will indicate how to access our 2026 Proxy Statement and 2025 Annual Report on the Internet and will include instructions on how you can receive a paper copy of the Annual Meeting materials, including the notice of annual meeting, proxy statement, and proxy card.

Whether or not you expect to attend the virtual Annual Meeting, please submit voting instructions for your shares promptly using the directions on your Notice, or, if you elected to receive printed proxy materials by mail, your proxy card, to vote by one of the following methods: (1) over the Internet before the Annual Meeting at www.proxyvote.com and during the Annual Meeting at www.virtualshareholdermeeting.com/APPN2026, (2) by telephone by calling the toll-free number 1-800-690-6903, or (3) if you elected to receive printed proxy materials by mail, by marking, dating, and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have voted by proxy, you may still vote online if you attend the virtual Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote online at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS


Questions and Answers About These Proxy Materials and Voting			1
Proposal No. 1 - Election of Directors			6
Information Regarding the Board of Directors and Corporate Governance			9
Independence of the Board of Directors			9
Board Leadership Structure			9
Role of the Board in Risk Oversight			10
Meetings of the Board of Directors			10
Information Regarding Committees of the Board of Directors			10
Stockholder Communications with the Board of Directors			14
Code of Ethics			15
Insider Trading Policy			15
Proposal No. 2 - Ratification of Selection of Independent Registered Public Accounting Firm			15
Proposal No. 3 - Advisory Vote on Named Executive Officer Compensation			16
P ro posal No. 4 - A dvisory Vote on the F requency of F uture A dvisory V otes on N amed E xecuti ve Officer Com pensation			17
Proposal No. 5 - A pproval of A mended and R estated 2017 E quity I ncenti v e P lan			17
Executive Officers			21
Security Ownership of Certain Beneficial Owners and Management			22
Executive and Director Compensation			24
Compensation Discussion and Analysis			24
Summary Compensation Table			31
Grants of Plan-Based Awards in 202 5			32
Outstanding Equity Awards at December 31, 202 5			33
Option Exercises and Stock Vested in 202 5			34
Employment Agreements			34
Equity Plan Terms			35
Summary of Estimated Amounts Payable Upon a Termination or Change in Control			35
CEO Pay Ratio			36
Pay Versus Performance			37
Director Compensation			40
Securities Authorized for Issuance Under Equity Compensation Plans			42
Limitations on Liability and Indemnification Matters			42
Transactions with Related Persons			42
Related Person Transactions Policy and Procedures			42
Certain Related Person Transactions			43
Householding of Proxy Materials			44
Other Matters			44
Appendix A - Non-GAAP Reconciliation			45
Appendix B - Appian Corporation Amended and Restated 2017 Equity Incentive Plan			49

APPIAN CORPORATION

7950 JONES BRANCH DRIVE, MCLEAN, VIRGINIA 22102

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 3, 2026

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the Internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the “Board”) of Appian Corporation (sometimes referred to as the “Company,” “Appian,” “we,” “us,” or “our”) is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 22, 2026 to all stockholders of record entitled to vote at the Annual Meeting.

How do I attend the Annual Meeting?

The Annual Meeting will be held on Wednesday, June 3, 2026, at 11:00 a.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting through which you can listen to the meeting, submit questions, and vote online. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/APPN2026 and entering your 16-digit control number which is included in the Notice that will be mailed to you. We recommend you log in a few minutes before the Annual Meeting on June 3, 2026 to ensure you are logged in when the meeting starts. Online check-in will begin at 10:55 a.m. Eastern Time.

We have decided to hold a virtual meeting because it improves stockholder access, encourages greater global participation, lowers costs compared to an in-person event, and aligns with our broader sustainability goals. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

Information on how to vote online during the Annual Meeting is discussed below.

Can I ask questions at the Annual Meeting?

Only stockholders of record as of the record date for the Annual Meeting and their proxy holders may submit questions or comments. If you would like to submit a question, you may do so by joining the virtual Annual Meeting at www.virtualshareholdermeeting.com/APPN2026 and typing your question in the box in the Annual Meeting portal.

To help ensure we have a productive and efficient meeting and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. In accordance with the rules of conduct, we ask you limit your remarks to one brief question or comment that is relevant to the Annual Meeting or our business and that remarks are respectful of your fellow stockholders and meeting participants. Questions may be grouped by topic by our management with a representative question read aloud and answered. In addition, questions may be ruled as out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political, or business interests. Questions will be addressed in the Q&A portion of the Annual Meeting.

What if I need technical assistance accessing or participating in the virtual Annual Meeting?

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Stockholder Meeting log-in page. Technical support will be available starting at 10:30 a.m. Eastern Time on June 3, 2026.

Who can vote at the Annual Meeting?

Only stockholders of record of our Class A common stock and Class B common stock at the close of business on April 8, 2026, will be entitled to vote at the Annual Meeting. On this record date, there were 43,275,590 shares of Class A common stock outstanding and entitled to vote and 31,087,485 shares of Class B common stock outstanding and entitled to vote. Holders of our Class A common stock are entitled to one vote for each share held as of the above record date. Holders of our Class B common stock are entitled to ten votes for each share held as of the above record date. Holders of our Class A and Class B common stock will vote together as a single class on all matters described in this proxy statement.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares of our Class A common stock and Class B common stock (voting together as a single class) entitled to vote are present at the meeting or represented by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other nominee) or if you vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairperson of the meeting or the holders of a majority of the voting power of shares present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.

Stockholder of Record: Shares Registered in Your Name

If on April 8, 2026 your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy. Whether or not you plan to participate in the Annual Meeting, we urge you to vote by proxy over the Internet, by telephone, or by mail as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 8, 2026 your shares were held not in your name but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name”, and the Notice is being forwarded to you by that organization. The organization holding your shares is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

Will a list of stockholders entitled to vote at the Annual Meeting be available?

For the ten days prior to the Annual Meeting, a list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder of record for purposes germane to the Annual Meeting at our corporate headquarters during regular business hours. To access the list of record stockholders beginning ten days prior to the Annual Meeting and until the meeting, stockholders can schedule an appointment by contacting the Corporate Secretary at (703) 442-8844. In addition, during the Annual Meeting, that list of stockholders will be available for examination by any stockholder of record at www.virtualshareholdermeeting.com/APPN2026.

What am I voting on?

There are five matters scheduled for a vote:

•Proposal No. 1: Election of eight directors;

•Proposal No. 2: Ratification of the selection by the Audit Committee of the Board of Directors of BDO USA, P.C. (“BDO”) as independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026; and

•Proposal No. 3: Advisory approval of the compensation of our named executive officers, as disclosed in this Proxy Statement in accordance with SEC rules.

•Proposal No. 4: Advisory indication of the preferred frequency of future stockholder advisory votes on named executive officer compensation.

•Proposal No. 5: Approval of the Amended and Restated 2017 Equity Incentive Plan.

What if another matter is properly brought before the meeting?

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

You may either vote “For” any or all of the proposed nominees to the Board or you may “Withhold” your vote for any nominee you specify. Proxies cannot be voted for a greater number of persons than the nominees named in this Proxy Statement. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to participate in the Annual Meeting, we urge you to vote by proxy over the Internet, by telephone, or by mail as instructed below to ensure your vote is counted. You may still attend the Annual Meeting via the Internet and vote during the Annual Meeting even if you have already voted by proxy.

Vote by Internet

Before the Annual Meeting

To vote through the Internet before the Annual Meeting, go to www.proxyvote.com to complete an electronic proxy card. Have your notice in hand when you access the website and then follow the instructions. If you choose to vote through the Internet before the Annual Meeting, your vote must be received by 11:59 p.m. Eastern Time on June 2, 2026, the day before the Annual Meeting, to be counted.

During the Annual Meeting

You may attend the Annual Meeting via the Internet and vote during the Annual Meeting. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/APPN2026 and entering your 16-digit control number which is included in the notice that will be mailed to you. Have your notice in hand when you access the website and then follow the instructions.

Vote by Telephone

To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 p.m. Eastern Time on June 2, 2026, the day before the Annual Meeting, to be counted. Have your notice in hand when you call.

Vote by Mail

To vote using the proxy card, simply complete, sign, and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other nominee, you should have received a Notice containing voting instructions from that organization rather than from Appian. Simply follow the voting instructions in the Notice to ensure your vote is counted. To vote at the Annual Meeting, you must obtain a valid proxy from the broker, bank, or other nominee that holds your shares. Follow the instructions from that organization included with these proxy materials or contact that organization to request a proxy form.



			Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware you must bear any costs associated with your Internet access such as usage charges from Internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Class A common stock you own as of April 8, 2026 and ten votes for each share of Class B common stock you own as of April 8, 2026.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, or through the Internet either before or during the Annual Meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker or bank as your nominee (that is, in “street name”) and you do not instruct your broker, bank, or other nominee how to vote your shares, under stock exchange rules your broker or nominee will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a broker or nominee who has not received instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At our Annual Meeting, only the ratification of the appointment of BDO as independent registered public accounting firm of the Company for the year ending December 31, 2026 (Proposal No. 2) is considered a routine matter. Accordingly, your broker or nominee may not vote your shares on Proposal Nos. 1, 3, 4 and 5 without your instructions but may vote your shares on Proposal No. 2 even in the absence of your instruction.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of the nominees for director (Proposal No. 1), “For” the ratification of the appointment of BDO as independent registered public accounting firm of the Company for the year ending December 31, 2026 (Proposal No. 2), “For” the advisory approval of named executive officer compensation (Proposal No. 3), for “One Year” as the preferred frequency of future advisory votes on named executive officer compensation (Proposal No. 4), and “For” the approval of Amended and Restated 2017 Equity Incentive Plan

(Proposal No. 5). If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•You may submit another properly completed proxy card with a later date.

•You may grant a subsequent proxy by telephone or through the Internet.

•You may send a written notice that you are revoking your proxy to us at Appian Corporation, 7950 Jones Branch Drive, McLean, Virginia 22102, Attention: Secretary.

•You may attend the Annual Meeting and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or Internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

When are stockholder proposals and director nominations due for the 2027 Annual Meeting of Stockholders?

If you are interested in submitting a proposal for potential inclusion in the proxy statement for our 2027 Annual Meeting of Stockholders, you must follow the procedures outlined in Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be eligible for inclusion in the proxy statement, we must receive your stockholder proposal at the address noted below no later than December 24, 2026. However, if the 2027 Annual Meeting of Stockholders is held before May 4, 2027 or after July 3, 2027, then we must receive your stockholder proposal at the address noted below a reasonable time before we begin to print and mail our proxy materials for the 2027 Annual Meeting of Stockholders.

If you wish to present a proposal at the 2027 Annual Meeting of Stockholders but do not wish to have the proposal considered for inclusion in our proxy statement and proxy card, you must also give written notice at the address noted below. We must receive this required notice by the close of business on March 5, 2027 but no sooner than the close of business on February 3, 2027. However, if our 2027 Annual Meeting of Stockholders is held before May 4, 2027 or after July 3, 2027, then we must receive the required notice of a proposal or proposed director candidate no earlier than the close of business on the 120th day prior to the 2027 Annual Meeting of Stockholders and no later than the close of business on the later of (1) the 90th day prior to the 2027 Annual Meeting of Stockholders or (2) the tenth day following the date on which public disclosure was made of the date of the 2027 Annual Meeting of Stockholders.

Any proposals for the 2027 Annual Meeting of Stockholders should be sent to our headquarters: Appian Corporation, 7950 Jones Branch Drive, McLean, Virginia 22102, Attention: Secretary.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

How many votes are needed to approve each proposal?

Proposal

Vote Required to Approve

Effect of Abstentions

Effect of Broker Non-Votes

(1) Election of Directors

Nominees receiving the most “FOR” votes.

Not applicable

No effect

(2) Ratification of Auditors

“FOR” votes from a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) present or represented by proxy and entitled to vote on the proposal.

Against

Not applicable, as brokers can vote the shares given this is considered a “routine” matter.

(3) Advisory Approval of the Compensation of our Named Executive Officers

Against

No effect

(4) Advisory Vote on the Frequency of Future Stockholder Advisory Votes on Named Executive Officer Compensation

The frequency receiving the highest number of votes of the voting power the shares of our Class A common stock and Class B common stock (voting together as a single class) present or represented by proxy and entitled to vote on the proposal.

No effect

(5) Approval of Amended and Restated 2017 Equity Incentive Plan

Against

No effect

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our business affairs are managed under the direction of our Board, which is currently composed of nine members and will be composed of eight members from and after the date of the Annual Meeting.

The Board of Directors has nominated the following eight individuals to stand for election at the Annual Meeting. Each of the nominees listed below, except for Mr. Link, is currently a director of the Company who was previously elected by the stockholders. Mr. Link was recommended to the Nominating and Corporate Governance Committee for nomination by our CEO and appointed to the Board effective January 25, 2026. Mr. McCarthy is not standing for reelection at the Annual Meeting and will retire from the Board effective June 3, 2026. The Board has found each nominee to be qualified based on his or her qualifications, experience, attributes, skills, and whether he or she

meets the applicable independence standards. Each director elected and qualified will hold office from the date of their election by the stockholders until the subsequent annual meeting of stockholders and until their successor is duly elected and has been qualified or until such director’s earlier death, resignation, or removal.

Directors are elected by a plurality of the votes of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. Accordingly, the eight nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the eight nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by Appian. Each person nominated for election has agreed to serve if elected. Our management team has no reason to believe any nominee will be unable to serve.

DIRECTOR NOMINEES

The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills of each nominee that led our Board of Directors to recommend that person as a nominee for director, as of the date of this proxy statement.

Our Board of Directors seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise, and high-level management experience necessary to oversee and direct the Company’s business and that is committed to rigorously represent the long-term interests of the Company’s stockholders. To that end, the Nominating and Corporate Governance Committee has identified, evaluated, and recommended nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit personal integrity and ethics, collegiality, sound business judgment, and other qualities the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board, including gender, racial, and ethnic diversity. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes, or skills of each nominee that led the Nominating and Corporate Governance Committee and our Board of Directors to believe the nominee should serve on the Board. At the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated the following eight persons to serve as directors for the term beginning at the Annual Meeting:

Name

Age

Position Held with the Company

Matthew Calkins

Chief Executive Officer, President, Founder, and Chairman of the Board

Michael Beckley

Chief Technology Officer, Founder, and Director

Robert C. Kramer

General Manager, Founder, and Director

Shirley A. Edwards

Director

Carl “Boe” Hartman II

Director

Barbara “Bobbie” Kilberg

Director

David Link

Director

Mark Lynch

Director and former Interim Chief Financial Officer

Matthew Calkins is a Founder of Appian and has served as our Chief Executive Officer, President, and as Chairman of our Board of Directors since August 1999. He also served as a director of MicroStrategy, Inc., a publicly held provider of enterprise software platforms, from November 2004 to April 2014. Mr. Calkins holds a B.A. in Economics from Dartmouth College. Our Board of Directors believes Mr. Calkins’ business expertise and his daily insight into corporate matters as our Chief Executive Officer, as well as his experience as a member of the board of directors of a public company, qualify him to serve on our Board of Directors.

Michael Beckley is a Founder of Appian and has served as our Chief Technology Officer since 2007 and as a member of our Board of Directors since November 2024. Mr. Beckley serves on the Board of the Northern Virginia Technology Council (“the NVTC”), one of the largest technology councils in the nation, and on the Board of Advisors of the Center for a New American Security. Mr. Beckley holds a B.A. in Government from Dartmouth College. Our Board of Directors believes Mr. Beckley’s technical and business expertise and his insight into technology matters as our Chief Technology Officer qualify him to serve on our Board of Directors.

Robert C. Kramer is a Founder of Appian and has served as our General Manager since January 2013 and as a member of our Board of Directors since 2008. Mr. Kramer served as our Chief Financial Officer from our founding to October 2008 and as our Vice President, Technology from October 2008 to December 2012. Mr. Kramer holds a B.S. in Economics from the Wharton School of the University of Pennsylvania. Our Board of Directors believes Mr. Kramer’s business expertise and his insight into corporate matters as our General Manager qualify him to serve on our Board of Directors.

Shirley A. Edwards has served as a member of our Board of Directors since January 2023. From 2002 to 2022, Ms. Edwards was a partner at EY (formerly Ernst & Young LLP), most recently serving as Global Client Service Partner from 2017 to 2022. Ms. Edwards serves on the Board of Directors of Solventum Corp. (NYSE: SOLV), Baker Hughes Company (Nasdaq: BKR) and the Virginia Tech Foundation, and has also served as a board member for Girls Scouts of the Nation’s Capital and Leadership Greater Washington, the Pamplin College of Business Advisory Council for Virginia Tech, and the National Capital Region Advisory Board for the American Red Cross. Ms. Edwards holds a B.S. in Accounting from Virginia Tech and is a licensed CPA. Our Board of Directors believes Ms. Edwards’ extensive experience in public company accounting qualifies her to serve on our Board of Directors.

Carl “Boe” Hartman II has served as a member of our Board of Directors since October 2024. Mr. Hartman is the Co-Founder and CTO - Engineering of Nomi Health, Inc., a healthcare company that he co-founded in 2020. From 2015 to 2020, he was at Goldman Sachs, most recently serving as Partner and Managing Director, Head of Digital Strategy Integration from 2019 to 2020. Mr. Hartman also serves on the Board of Valkyrie Andromeda Corporation, Inc., the Board of Rational Exponent, and the Advisory Board of Violet.AI. Mr. Hartman holds a B.A. in International Political Science from West Virginia University and a Master’s Certificate in Project Management from George Washington University. Our Board of Directors believes Mr. Hartman’s experience founding and leading companies, along with his technical expertise, qualifies him to serve on our Board of Directors.

Barbara “Bobbie” Kilberg has served as a member of our Board of Directors since January 2017. Ms. Kilberg is President and CEO Emeritus of the NVTC. Ms. Kilberg held the position of President and CEO of NVTC from 1998 to 2020. She currently serves as Strategic Advisor to NVTC, as well as on the Board of Advisors to Acentra Health. Ms. Kilberg holds a B.A. in Political Science from Vassar College, an M.A. in Political Science from Columbia University, and a J.D. from Yale University. Our Board of Directors believes Ms. Kilberg’s experience working with technology companies at NVTC and in national and local government positions qualifies her to serve on our Board of Directors.

David Link has served as a member of our Board of Directors since January 2026. Mr. Link is the Co-Founder & CEO at ScienceLogic, a global leader in IT operations management and artificial intelligence for Observability/IT operations (AIOps) that he co-founded in 2003. From 1998 to 2003, he was at Interliant, Inc., most recently serving as Senior Vice President Sales & Marketing from 2001 to 2003. Mr. Link also serves on the Board of the NVTC and holds a Bachelor of Science in Geology from Denison University. Our Board of Directors believes Mr. Link’s experience founding and leading companies, along with his technical expertise, qualifies him to serve on our Board of Directors.

Mark Lynch has served as a member of our Board of Directors since June 2022 and as our Interim Chief Financial Officer from November 2024 to May 2025. Prior to that, he served as our Chief Financial Officer from October 2008 to March 2022. Mr. Lynch holds a B.S. in Accounting from Pennsylvania State University and an M.B.A. in Finance from George Washington University. Our Board of Directors believes Mr. Lynch's unique perspective on our business and operations from his extensive experience working as our CFO qualify him to serve on our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

INDEPENDENCE OF THE BOARD OF DIRECTORS

Because our Chief Executive Officer, Mr. Calkins, owns in excess of 50% of the voting power of our outstanding capital stock, we are eligible for the “controlled company” exemption to the corporate governance rules for publicly-listed companies, which means we are exempt from the Nasdaq Stock Market (“Nasdaq”) listing standards requirement for a majority of the members of our Board of Directors to qualify as “independent,” as affirmatively determined by the Board of Directors, and to have our Compensation Committee as well as Nominating and Corporate Governance Committee composed solely of independent directors.

The Board consults with the Company’s counsel to ensure the independence determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time. Currently, four of our Board of Directors qualify as “independent.”

Consistent with these considerations, our Board of Directors has undertaken a review of the independence of the nominated directors and considered whether any has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director and director nominee concerning their background, employment, and affiliations, including family relationships, our Board of Directors determined that Messrs. Hartman and Link and Mses. Edwards and Kilberg, representing four of our eight nominated directors, would be “independent directors” as defined under current rules and regulations of the SEC and the listing standards of Nasdaq. Messrs. Beckley, Calkins, Kramer, and Lynch are not considered independent because they are or were executive officers of the Company within the past three years. In making these independence determinations, our Board of Directors considered the current and prior relationships each non-employee director and director nominee has with the Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and director nominee.

BOARD LEADERSHIP STRUCTURE

The Company’s Board of Directors is currently chaired by the President and Chief Executive Officer of the Company, Mr. Calkins. The Company believes combining the positions of Chief Executive Officer and Chairman of the Board helps to ensure the Board and management act with a common purpose. In the Company’s view, separating the positions of Chief Executive Officer and Chairman of the Board has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken the Company’s ability to develop and implement strategy. Instead, the Company believes combining the positions of Chief Executive Officer and Chairman of the Board provides a single, clear chain of command to execute the Company’s strategic initiatives and business plans. In addition, the Company believes a combined Chief Executive Officer and Chairman of the Board is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information. The Company also believes it is advantageous to have a Chairman of the Board possessing an extensive history with and knowledge of the Company (as is the case with the Company’s Chief Executive Officer) as compared to a relatively less informed independent Chairman of the Board. In light of the Chief Executive Officer’s extensive history with and knowledge of the Company, the Company believes it is advantageous to combine the positions of Chief Executive Officer and Chairman of the Board at this time. As described above under “Independence of the Board of Directors,” four of the eight director nominees on the Board of Directors are “independent directors.”

ROLE OF THE BOARD IN RISK OVERSIGHT

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, cybersecurity, and reputational risks. One of the Board’s key functions is informed oversight of the Company’s risk management process. This includes responsibility for ensuring management has processes in place designed to identify, evaluate, manage, and mitigate cybersecurity risks to which it is exposed. The Board receives regular updates, on at least a quarterly basis, from our senior management team on such cybersecurity risks, developments in cybersecurity, and updates to the Company’s information security management program. The Board also receives regular updates from the management team on financial and operating risks and is involved in strategic decisions related to the impact of these risks on our business. The Board does not have a standing risk management committee but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company.

Our Audit Committee has the responsibility to review and discuss with management and the Company’s auditors the Company’s policies on financial reporting risk management and assessment. The Audit Committee provides regular reports to the Board of Directors about material issues affecting the quality or integrity of the Company’s financial statements, compliance with legal or regulatory requirements, the performance or independence of the Company’s auditors, and other matters as the Audit Committee deems appropriate. Our Nominating and Corporate Governance Committee periodically reviews and assesses the effectiveness of our corporate governance guidelines. Our Compensation Committee reviews our employee compensation practices and policies as they relate to risk management and risk-taking incentives to determine if such compensation policies and practices are reasonably likely to have a material, adverse effect on the Company. Typically, the Board as a whole meets with the key employees responsible for risk management, including cybersecurity, at least annually. Both the Board as a whole and the various standing committees receive periodic reports from our risk management leaders, as well as incidental reports as matters may arise. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met four times during 2025. Each director attended 75% or more of the aggregate number of meetings of the Board of Directors and of the committees on which he or she served that were held during the portion of the last fiscal year for which he or she was a director or committee member. Members of our Board of Directors are also invited and encouraged to attend each annual meeting of stockholders. Eight out of nine members (at such time) of our Board of Directors attended our 2025 Annual Meeting of Stockholders.

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

The Board has three committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of the committees has authority to engage legal, accounting, or other outside advisors as it deems appropriate to carry out its responsibilities. The Board of Directors has determined each member of each committee meets the applicable Nasdaq rules and regulations regarding “independence,” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.

Audit Committee

The Audit Committee of the Board of Directors was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act. As described in more detail in its charter, the principal duties and responsibilities of the Audit Committee include, among other things:

•Helping our Board of Directors oversee our corporate accounting and financial reporting processes;

•Managing the selection, engagement, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•Discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

•Developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•Reviewing our policies on financial reporting risk assessment and management;

•Reviewing related party transactions;

•Reviewing our disclosures related to cybersecurity and artificial intelligence matters;

•Obtaining and reviewing a report by the independent registered public accounting firm, at least annually, that describes its internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

•Approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

The Audit Committee is currently composed of three directors: Mses. Edwards and Kilberg and Mr. Link. Ms. Edwards is the chair of the Audit Committee. The Audit Committee met five times during 2025. The Board has adopted a written Audit Committee charter available to stockholders on the Company’s website at investors.appian.com.

The Board of Directors reviews the Nasdaq listing standards’ definition of independence for Audit Committee members on an annual basis and has determined all members of the Company’s Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards). The Board of Directors has also determined Ms. Edwards qualifies as an “audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative assessment of Ms. Edwards’ level of knowledge and experience based on a number of factors, including her experience as an audit partner focused on public companies.

Report of the Audit Committee of the Board of Directors

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2025, with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Audit Committee has approved the appointment of BDO USA, P.C. to serve as our independent public accountants for the year ending December 31, 2026 and has directed the appointment of BDO USA, P.C. be submitted to our stockholders for ratification.

THE AUDIT COMMITTEE

Shirley A. Edwards, Chair

Barbara “Bobbie” Kilberg

David Link

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Compensation Committee

The Compensation Committee is currently composed of three directors: Messrs. Hartman and McCarthy and Ms. Kilberg. Ms. Kilberg is the chair of the Compensation Committee. All members of the Company’s Compensation Committee are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing standards) except for Mr. McCarthy. The Compensation Committee met six times during 2025. The Board has

adopted a written Compensation Committee charter available to stockholders on the Company’s website at investors.appian.com.

As described in more detail in its charter, the principal duties and responsibilities of the Compensation Committee include, among other things:

•Reviewing and approving the compensation and terms of compensatory arrangements for our executive officers;

•Reviewing and recommending to our Board of Directors the compensation of our directors;

•Administering our equity incentive plans and other benefit programs;

•Reviewing, adopting, amending, or terminating and approving incentive compensation and equity plans and other benefit programs; and

•Reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee. None of the members of our Compensation Committee is an officer or employee of the Company nor have they ever been an officer or employee of the Company, other than Mr. McCarthy. Mr. McCarthy served as a Board Advisor from April 2021 to September 2022 and as Acting Chief Operating Officer from May 2022 through August 2023, for which he was paid $1,193,438 in 2023 and $1,130,541 in 2022.

Compensation Committee Processes and Procedures

Typically, the Compensation Committee meets quarterly and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief Executive Officer and the Secretary. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in Compensation Committee meetings. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities, and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from legal, accounting, or other outside advisors or compensation consultants to assist in the evaluation of director and officer compensation. The Compensation Committee has sole responsibility for the appointment, authority to select, retain, and terminate any such consultants or advisors engaged for the purpose of advising the Committee, and such consultants or advisors will report directly to the Committee. Under the charter, the Compensation Committee may only select compensation consultants, legal counsel, or other advisors to the Committee after assessing the independence of these persons in accordance with the factors prescribed by Nasdaq; however, there is no requirement any such adviser be independent.

Historically, the Compensation Committee has made most of the significant adjustments to annual compensation, determined bonus and equity awards, and established new performance objectives at one or more meetings held during the first quarter of the year. However, the Compensation Committee may also consider matters related to individual compensation such as compensation for new executive hires, as well as high-level strategic issues such as the efficacy of the Company’s compensation strategy, potential modifications to that strategy, and new trends, plans, or approaches to compensation, at various meetings throughout the year. The Compensation Committee reviews and determines the compensation to be paid to the Company’s executive officers and directors. In the case of the Chief Executive Officer, the Compensation Committee reviews and approves the compensation and other terms of employment and evaluates the Chief Executive Officer’s performance in achieving corporate performance goals and objectives. The Chief Executive Officer may not be present during the voting or deliberations regarding his compensation.

For all other executive officers and senior management, the Compensation Committee may also review and approve the individual and corporate performance goals and objectives and determine and approve their elements of compensation and terms of employment of these individuals. The Chief Executive Officer may be present during these discussions but may not vote. The Compensation Committee also reviews the type and amount of compensation to be paid or awarded to Board members and recommends such compensation to the Board for its approval.

Report of the Compensation Committee of the Board of Directors

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

THE COMPENSATION COMMITTEE

Barbara “Bobbie” Kilberg, Chair

Carl “Boe” Hartman II

William McCarthy

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is currently composed of two directors: Ms. Kilberg and Mr. McCarthy. Ms. Kilberg is the chair of the Nominating and Corporate Governance Committee. Ms. Kilberg is the independent member of the Nominating and Corporate Governance Committee (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). The Nominating and Corporate Governance Committee met one time during 2025. The Board has adopted a written Nominating and Corporate Governance Committee charter available to stockholders on the Company’s website at investors.appian.com.

As described in more detail in its charter, the principal duties and responsibilities of the Nominating and Corporate Governance Committee include, among other things:

•Identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our Board of Directors;

•Considering and making recommendations to our Board of Directors regarding the composition of our Board of Directors and its committees;

•Developing and making recommendations to our Board of Directors regarding corporate governance guidelines and practices; and

•Overseeing periodic evaluations of our Board of Directors’ performance including committees of the Board of Directors.

The Nominating and Corporate Governance Committee believes candidates for director should have certain minimum qualifications, including having the highest personal integrity and ethics, the ability to read and understand basic financial statements, and being over 21 years of age. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment, and having the commitment to rigorously represent the long-term interests of the Company’s stockholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company, and the long-term interests of stockholders. In conducting this assessment, the Nominating and

Corporate Governance Committee typically considers diversity (including gender, racial, and ethnic diversity), age, skills, and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience, and capability.

In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair the directors’ independence. The Committee also takes into account the results of the Board’s self-evaluation, conducted annually on a group and individual basis.

In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, the determination of which is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations, and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: Appian Corporation, 7950 Jones Branch Drive, McLean, Virginia 22102, Attention: Secretary. The written recommendation must be received by the Nominating and Corporate Governance Committee no later than the close of business on the 90th day and no earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting of stockholders. Submissions must include the name and address of the stockholder on whose behalf the submission is made, the number of Company shares that are owned beneficially by such stockholder as of the date of the submission, the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information for the proposed nominee, and a description of the proposed nominee’s qualifications as a director. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Company’s Board has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders who wish to communicate with the Board or an individual director may do so by sending written communications addressed to the Board or to such director c/o Appian Corporation, 7950 Jones Branch Drive, McLean, Virginia 22102, Attention: Secretary. Written communications may be submitted anonymously or confidentially and may, at the discretion of the person submitting the communication, indicate whether the person is a stockholder or other interested party.

Each stockholder communication will be reviewed by the Company’s Secretary to determine whether it is appropriate for presentation to the Board or such director. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, and hostile communications). The screening procedures have been approved by a majority of the independent directors. Communications determined by the Secretary to be appropriate for presentation to the Board or such director will be submitted to the Board or such director on a periodic basis. Communications determined by the Secretary to be inappropriate for presentation will still be made available to any non-management director upon such director’s request.

All communications made pursuant to the Company’s Accounting and Auditing Whistleblower Policy (the “Whistleblower Policy”) that relate to accounting or auditing matters involving the Company will be promptly and directly forwarded to the Audit Committee. Complaints covered by the Whistleblower Policy may be reported

directly to our General Counsel via e-mail sent to compliance@appian.com or directly to the members of the Audit Committee via e-mail sent to auditcommittee@appian.com.

CODE OF ETHICS

The Company has adopted a Code of Conduct that applies to all directors, executives, employees, and independent contractors of the Company and its subsidiaries. The Code of Conduct is available on the Company’s website at investors.appian.com. If the Company makes any substantive amendments to the Code of Conduct or grants any waiver from a provision of the Code of Conduct to any executive officer or director, the Company will promptly disclose the nature of the amendment or waiver on its website.

INSIDER TRADING POLICY

We have adopted an insider trading policy that prohibits speculative or short-term trading. Specifically, no employee, director, or consultant may engage in short sales, transactions in put or call options, hedging transactions, margin accounts, or other inherently speculative transactions with respect to our stock.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected BDO as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and has further directed management to submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. BDO has audited the Company’s financial statements since 2013. Representatives of BDO are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the selection of BDO as the Company’s independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of BDO to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine such a change would be in the best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) present or represented by proxy at the Annual Meeting and entitled to vote on the proposal at the Annual Meeting will be required to ratify the selection of BDO. Abstentions have the same effect as an “Against” vote. Broker non-votes are not expected to result from this proposal.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2025 and 2024 by BDO, the Company’s principal accountant:


	Year Ended December 31,
	2025		2024
Audit fees(1)	$	2,771,747	$	2,414,510
Audit-related fees(2)	32,769		33,372
Total fees	$	2,804,516	$	2,447,882

(1)Includes fees billed for the fiscal year shown for professional services for the audit of our annual financial statements, the audit of the effectiveness of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the review of quarterly financial statements included in our quarterly reports on Form 10-Q, and statutory audits required internationally.

(2)Includes fees billed for professional services provided to us in connection with the annual audit of our employee benefit plan.

All fees described above were pre-approved by the Audit Committee in accordance with the pre-approval policy described below.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm, BDO. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services, and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL NO. 2.

PROPOSAL NO. 3

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

We are providing our stockholders with the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as disclosed in this Proxy Statement under the heading “Compensation Discussion and Analysis.” The Board determined our stockholders should vote on a say-on-pay proposal every year, consistent with the preference expressed by our stockholders at the 2020 Annual Meeting.

In considering their vote, we urge our stockholders to review carefully our compensation policies and decisions regarding our named executive officers in this Proxy Statement. As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract, motivate, and retain the named executive officers who are critical to our success and to align their interests with the long-term interests of our stockholders. Under this program, the named executive officers are rewarded for the achievement of both corporate and individual performance goals, which are intended to result in increased stockholder value.

Accordingly, the Board is asking our stockholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and the related narrative disclosure, is hereby APPROVED.”

Because the vote on this proposal is advisory, the result will not be binding on the Board, the Compensation Committee, or us. Nevertheless, the views expressed by our stockholders, whether through this say-on-pay vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

Advisory approval of Proposal 3 requires the approval of the holders of a majority of the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) present or represented by proxy at the Annual Meeting and entitled to vote on the proposal at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 3.

PROPOSAL NO. 4

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION

The Dodd-Frank Act and Section 14A of the Exchange Act also enable our stockholders, at least once every six years, to indicate their preference regarding how frequently we should solicit a non-binding advisory vote on the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules. By voting on this Proposal 4, stockholders may indicate whether they would prefer a non-binding advisory vote on the compensation of our named executive officers every one, two, or three years. Alternatively, stockholders may abstain from casting a vote.

After careful consideration of the benefits and consequences of each alternative, the Board recommends the advisory vote on the compensation of our named executive officers be submitted to stockholders each year.

The Board believes an annual advisory vote on the compensation of our named executive officers continues to be the most appropriate policy for us at this time. While our executive compensation program is designed to promote the creation of stockholder value over the long term, the Board recognizes executive compensation disclosures are made annually, and holding an annual advisory vote on the compensation of our named executive officers provides us with more direct and immediate feedback on our executive compensation program, policies, and practices.

While the Board believes its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation but are instead asked to indicate their preferences, on an advisory basis, as to whether the non-binding advisory vote on the approval of the compensation of our named executive officers should be held every year, every other year, or every three years. The option among those choices that receives the highest number of votes from the voting power of the shares of our Class A common stock and Class B common stock (voting together as a single class) present or represented by proxy at the Annual Meeting and entitled to vote on the proposal at the Annual Meeting will be deemed to be the frequency preferred by the stockholders.

The Board and the Compensation Committee will carefully consider the outcome of this vote when making future decisions regarding the frequency of advisory votes on executive compensation. However, because this vote is advisory and not binding, the Board may decide it is in the best interests of us and our stockholders to hold an advisory vote on executive compensation more or less frequently than the alternative that has been selected by our stockholders. The vote will not be construed to create or imply any change or addition to the fiduciary duties of the Company or the Board.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF “ONE YEAR” FOR PROPOSAL 4.

PROPOSAL NO. 5

APPROVAL OF THE AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN

We are asking our stockholders to approve an amendment and restatement of the Appian Corporation 2017 Equity Incentive Plan (the “Plan”). The Plan was originally approved by our stockholders in May 2017 and has not been amended or restated since. Currently, there are 14,197,610 shares authorized for issuance under the Plan, of which only a de minimis amount of shares remain available to issue. We are requesting approval to add an additional 10,000,000 shares in the amendment and restatement of the Plan (the “Restated Plan”). If the Restated Plan is approved by our stockholders, the Restated Plan will become effective on the date of the Annual Meeting. We intend to register the additional shares authorized under the Restated Plan under the Securities Act of 1933, as amended (the “Securities Act”).

We believe it is in the best interests of the Company and our stockholders to approve the Restated Plan in order to continue to be able to attract and retain exceptional individuals across the Company. Equity compensation is a key element of our overall compensation policy and covers virtually all of our employees globally. Since May 2017, when the Plan was last approved, the number of employees has increased from around 800 to over 2,000 as of December 31, 2025. Currently, we use new hire equity grants to attract top talent throughout the Company and grant periodic equity awards with future vesting schedules to incentivize retention. Allowing employees the opportunity to be

stockholders of the Company aligns our employees’ interests entirely with stockholders, driving a shared goal for the Company’s long-term success.

Our Board of Directors adopted the Restated Plan on March 11, 2026, which will become effective on the date of our Annual Meeting, subject to stockholder approval. The following is a summary of the Restated Plan, does not purport to be a complete description of all of the provisions of the Restated Plan, and is qualified in its entirety by reference to the full text of the Restated Plan, which is attached as Annex A to this proxy statement.

Eligibility. Our employees and non-employee directors are eligible to receive awards under the Restated Plan. We currently expect that approximately 2,100 employees and five non-employee directors participate in the Restated Plan. The basis for participation in the Restated Plan is the Compensation Committee’s decision, in its sole discretion, that an award to an eligible participant will further the Restated Plan’s purpose to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any affiliate and provide a means by which the eligible recipients may benefit from increases in the value of the Class A common stock.

Stock Awards. The Restated Plan provides for the grant of incentive stock options within the meaning of Section 422 of the Code, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation, which are collectively referred to as stock awards. Additionally, the Restated Plan provides for the grant of performance cash awards. Incentive stock options may be granted only to employees. All other awards may be granted to employees, non-employee directors, and consultants.

Share Reserve. Initially, the aggregate number of shares of our Class A common stock that may be issued pursuant to stock awards under the Restated Plan after the Restated Plan becomes effective is 24,197,610, which is the sum of (i) 14,197,610 shares previously approved by the Board and the Company’s stockholders as part of the Plan reserve prior to the Effective Date plus (ii) 10,000,000 new shares we are asking to authorize with the Restated Plan.

If a stock award granted under the Restated Plan expires or otherwise terminates without being exercised in full or is settled in cash, the shares of our Class A common stock not acquired pursuant to the stock award will again become available for subsequent issuance under the Restated Plan. In addition, the following types of shares under the Restated Plan may become available for the grant of new stock awards under the Restated Plan: (1) shares that are forfeited to or repurchased by us prior to becoming fully vested; (2) shares withheld to satisfy income or employment withholding taxes; or (3) shares used to pay the exercise or purchase price of a stock award. Shares issued under the Restated Plan may be previously unissued shares or reacquired shares bought by us on the open market.

Administration. Our Board of Directors, or a duly authorized committee thereof, has the authority to administer the Restated Plan. Our Board of Directors may also delegate to one or more of our officers the authority to (1) designate employees (other than other officers) to be recipients of certain stock awards, (2) determine the number of shares of Class A common stock to be subject to such stock awards, and (3) specify the other terms and conditions, including the strike price or purchase price and vesting schedule, applicable to such awards. Subject to the terms of the Restated Plan, our Board of Directors or the authorized committee, referred to as the plan administrator, determines recipients, dates of grant, the numbers and types of stock awards to be granted and the terms and conditions of the stock awards, including the period of their exercisability and vesting schedule. Subject to the limitations set forth below, the plan administrator will also determine the exercise price, strike price, or purchase price of awards granted and the types of consideration to be paid for the award.

The plan administrator has the authority to modify outstanding awards under our Restated Plan. Subject to the terms of our Restated Plan, the plan administrator has the authority, without stockholder approval, to reduce the exercise, purchase, or strike price of any outstanding stock award, cancel any outstanding stock award in exchange for new stock awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles, with the consent of any adversely affected participant.

Stock Options. Incentive and nonstatutory stock options are evidenced by stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for a stock option, within the terms and conditions of the Restated Plan, provided the exercise price of a stock option generally cannot be less than 100% of

the fair market value of our Class A common stock on the date of grant. Options granted under the Restated Plan vest at the rate specified by the plan administrator.

The plan administrator determines the term of stock options granted under the Restated Plan, up to a maximum of ten years. Unless the terms of an optionholder’s stock option agreement provide otherwise, if an optionholder’s service relationship with us, or any of our affiliates, ceases for any reason other than disability, death or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. The option term will automatically be extended in the event an exercise of the option following such a termination of service is prohibited by applicable securities laws or our insider trading policy. If an optionholder’s service relationship with us or any of our affiliates ceases due to disability or death or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, options generally terminate immediately. In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of Class A common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (1) cash, check, bank draft, or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of our Class A common stock previously owned by the optionholder, (4) a net exercise of the option if it is a nonqualified stock option, and (5) other legal consideration approved by the plan administrator.

Unless the plan administrator provides otherwise, options generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order. An optionholder may designate a beneficiary, who may exercise the option following the optionholder’s death.

Tax Limitations on Incentive Stock Options. With respect to incentive stock options that are exercisable for the first time by an optionholder during any calendar year under all of our equity incentive plans, the aggregate fair market value of our Class A common stock, determined at the time of grant, may not exceed $100,000. Options or portions thereof that exceed such limit will be treated as nonqualified stock options. No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (2) the term of the incentive stock option does not exceed five years from the date of grant.

Restricted Stock Awards. Restricted stock awards are evidenced by restricted stock award agreements adopted by the plan administrator. Restricted stock awards may be granted in consideration for (1) cash, check, bank draft or money order, (2) services rendered to us or our affiliates, or (3) any other form of legal consideration. Class A common stock acquired under a restricted stock award may, but need not, be subject to a share repurchase option in our favor in accordance with a vesting schedule as determined by the plan administrator. Rights to acquire shares under a restricted stock award may be transferred only upon such terms and conditions as set by the plan administrator. Except as otherwise provided in the applicable award agreement, restricted stock unit awards that have not vested will be forfeited upon the participant’s cessation of continuous service for any reason.

Restricted Stock Unit Awards. Restricted stock unit awards are evidenced by restricted stock unit award agreements adopted by the plan administrator. Restricted stock unit awards may be granted in exchange for any form of legal consideration or for no consideration. A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Rights under a restricted stock unit award may be transferred only upon such terms and conditions as set by the plan administrator. Restricted stock unit awards may be subject to vesting as determined by the plan administrator. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited upon the participant’s cessation of continuous service for any reason.

Stock Appreciation Rights. Stock appreciation rights are evidenced by stock appreciation grant agreements adopted by the plan administrator. The plan administrator determines the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of our Class A common stock on the date of grant. Upon the exercise of a stock appreciation right, we will pay the participant an amount in cash or stock equal to the

excess of the per share fair market value of our Class A common stock on the date of exercise over the strike price multiplied by the number of shares of Class A common stock with respect to which the stock appreciation right is exercised. A stock appreciation right granted under the Restated Plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator.

The plan administrator determines the term of stock appreciation rights granted under the Restated Plan, up to a maximum of ten years. Unless the terms of a participant’s stock appreciation right agreement provides otherwise, if a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. The stock appreciation right term will be further extended in the event an exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. If a participant’s service relationship with us or any of our affiliates ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual for cause. In no event may a stock appreciation right be exercised beyond the expiration of its term.

Unless the plan administrator provides otherwise, stock appreciation rights generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order. A stock appreciation right holder may designate a beneficiary, however, who may exercise the stock appreciation right following the holder’s death.

Other Stock Awards. The plan administrator may grant other awards based in whole or in part by reference to our Class A common stock. The plan administrator will set the number of shares under the stock award and all other terms and conditions of such awards.

Clawback/Recovery. All awards granted under the Restated Plan will be subject to recoupment in accordance with any clawback policy adopted by the Company, including, without limitation, the Appian Corporation Compensation Recoupment Policy.

Changes to Capital Structure. In the event there is a specified type of change in our capital structure such as a stock split or recapitalization, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under the Restated Plan, (2) the class and maximum number of shares that may be issued upon the exercise of incentive stock options, and (3) the class, number of shares, exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.

Corporate Transactions. In the event of certain specified significant corporate transactions, the plan administrator has the discretion to take any of the following actions with respect to stock awards:

•Arrange for the assumption, continuation, or substitution of a stock award by a surviving or acquiring entity or parent company;

•Arrange for the assignment of any reacquisition or repurchase rights held by us to the surviving or acquiring entity or parent company;

•Accelerate the vesting of the stock award and provide for its termination prior to the effective time of the corporate transaction;

•Arrange for the lapse of any reacquisition or repurchase right held by us;

•Cancel or arrange for the cancellation of the stock award in exchange for such cash consideration, if any, as our Board of Directors may deem appropriate or for no consideration; or

•Make a payment equal to the excess of (1) the value of the property the participant would have received upon exercise of the stock award over (2) the exercise price or strike price otherwise payable in connection with the stock award.

Our plan administrator is not obligated to treat all stock awards, even those of the same type, in the same manner.

Under the Restated Plan, a significant corporate transaction is generally the consummation of (1) a sale or other disposition of all or substantially all of our consolidated assets, (2) a sale or other disposition of at least 50% of our outstanding securities, (3) a merger, consolidation, or similar transaction following which we are not the surviving corporation, or (4) a merger, consolidation, or similar transaction following which we are the surviving corporation but the shares of our Class A common stock outstanding immediately prior to such transaction are converted or exchanged into other property by virtue of the transaction.

Change in Control. The plan administrator may provide, in an individual award agreement or in any other written agreement between a participant and us, that the stock award will be subject to additional acceleration of vesting and exercisability or settlement in the event of a change in control. Under the Restated Plan, a change in control is generally (1) the acquisition by a person or entity of more than 50% of our combined voting power other than by merger, consolidation, or similar transaction; (2) a consummated merger, consolidation, or similar transaction immediately after which our stockholders cease to own more than 50% of the combined voting power of the surviving entity; or (3) a consummated sale, lease, or exclusive license to or disposition of all or substantially all of our consolidated assets.

Amendment and Termination. Our Board of Directors has the authority to amend, suspend, or terminate our Restated Plan, provided such action does not materially impair the existing rights of any participant without such participant’s written consent and provided further that certain types of amendments will require the approval of our stockholders. No incentive stock options may be granted after the tenth anniversary of the date our Board of Directors adopted our Restated Plan.

New Plan Benefits

The following table and accompanying notes show the amounts that were awarded to the NEOs, all executive officers as a group, all non-executive officer directors as a group, and all non-executive officer employees as a group from January 1 to April 1, 2026, a maximum of which 630,151 could settle under the Restated 2017 Plan upon vesting had the Restated Plan been in effect, not accounting for any forfeitures or shares withheld for taxes. In addition, we anticipate granting additional awards in the second quarter of 2026; however, these awards would be made at the discretion of the Compensation Committee. Therefore, those amounts are not determinable at this time. Our non-employee directors are also entitled to receive cash and equity compensation for their service as directors as described above under “Director Compensation.”


Name and Position	RSUs Granted(1) (#)	Dollar Value(2) ($)
Matthew Calkins, Chief Executive Officer, President, Founder, and Chairman of the Board	64,375	1,760,013
Robert C. Kramer, General Manager and Director	3,770	103,072
Srdjan Tanjga, Chief Financial Officer	65,108	1,500,088
Pavel Zamudio-Ramirez, Chief Customer Officer	2,259	61,761
All current executive officers as a group (5 persons)	135,512	3,424,934

All current non-executive directors as a group (8 persons)(3)	13,192	374,912
All current employees, including all current officers who are not executive officers, as a group	755,986	18,161,430

(1) Includes granted time-based awards and earned performance-based awards.

(2) The dollar value is based on the closing price of Appian Class A common stock on Nasdaq on the grant date.

(3) Includes shares granted to Mr. Biddle, who is no longer a director, on January 1, 2026 under the director compensation policy.

For information regarding shares of Appian Class A common stock that may be issued under our equity compensation plans approved by shareholders and plans not approved by shareholders (if any) as of December 31, 2025, see the section titled “Securities Authorized for Issuance Under Equity Compensation Plans” on page 45.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 5.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth our executive officers and their respective ages and positions with us as of the record date:

Name

Age

Position Held Within the Company

Matthew Calkins

Chief Executive Officer, President, Founder and Chairman of the Board

Mark Dorsey

Chief Revenue Officer

Robert C. Kramer

General Manager

Srdjan Tanjga

Chief Financial Officer

Pavel Zamudio-Ramirez

Chief Customer Officer

Messrs. Calkins and Kramer are members of our Board of Directors, and their biographies are set forth above under “Proposal No. 1.”

Mark Dorsey has served as our Chief Revenue Officer since October 2024. Prior to joining Appian, Mr. Dorsey was the Senior Vice President of Sales for the Americas at Alteryx from October 2023. Prior to Alteryx, Mr. Dorsey held two senior sales positions at Oracle from 2016 to 2023, including holding the position of Senior Vice President of Cloud Sales from 2019 through October 2023. Prior to Oracle, Mr. Dorsey worked as Executive Vice President, General Manager, and Head of Sales Small Business at Bank of America Merchant Services from 2015 to 2016. Mr. Dorsey holds a B.S. in Interdisciplinary Studies from Boston University and an M.B.A. from Boston College.

Srdjan Tanjga has served as our Chief Financial Officer since May 2025. Prior to joining Appian, Mr. Tanjga was Interim Chief Financial Officer at MongoDB, Inc. from February 2025. Prior to that, he served as Senior Vice President, Finance at MongoDB from February 2021 and as Vice President of Finance and Business Operations from May 2019 to February 2021. Mr. Tanjga holds a B.A. and an MBA from Harvard University.

Pavel Zamudio-Ramirez has served as our Chief Customer Officer since January 2021 and prior to that was Senior Vice President for Customer Success beginning in March 2020. From January 2018 to March 2020, he was an entrepreneur serving organizations in the integration of strategy, innovation, and collaboration practices. From 2012 to December 2017, Mr. Zamudio-Ramirez was Executive Vice President of Innovation and Transformation Services at Salesforce, a software company providing customer relationship management services. Mr. Zamudio-Ramirez previously worked at the Monitor Group, a global strategy consulting company, for 16 years where he was a senior partner responsible for the West Coast business unit. Mr. Zamudio-Ramirez holds two M.A. degrees in Engineering and Management from the Massachusetts Institute of Technology.

Family Relationships

There are no family relationships among any of our executive officers or directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our capital stock as of March 31, 2026, for:

•Each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our Class A common stock or Class B common stock;

•Each of our named executive officers;

•Each of our directors and director nominees; and

•All of our executive officers, directors, and director nominees as a group.

The percentage ownership information shown in the table is based upon a total of 74,354,220 shares of Class A common stock outstanding as of March 31, 2026, assuming the conversion of 31,087,485 shares of Class B common stock into 31,087,485 shares of Class A common stock.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the vesting of restricted stock units (“RSUs”) and the exercise of stock options that are either immediately exercisable or exercisable, in each case, on or before May 30, 2026, which is 60 days after March 31, 2026. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. The number of shares in the table below beneficially owned by each person or entity reflects all shares of Class A and Class B common stock held by such person or entity as of March 31, 2026. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Except as otherwise noted below, the address for persons listed in the table is c/o Appian Corporation, 7950 Jones Branch Drive, McLean, Virginia 22102.

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than ten percent of a registered class of our Class A common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our Class A common stock. Officers, directors, and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required during the fiscal year ended December 31, 2025, all Section 16(a) filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were complied with, except for one late Form 4 filing for the grant of RSUs to Mr. Dorsey due to an administrative error.


	Beneficial Ownership
Name of Beneficial Owner	Shares	Percentage
Principal Stockholders:
BlackRock, Inc.(1)	3,275,106	4.4%
Fivespan Partners, LP(9)	3,380,907	4.5%
RPD Fund Management LLC(8)	3,900,656	5.2%
Vanguard Portfolio Management(2)	4,316,150	5.8%
Directors, Director Nominees, and Named Executive Officers:
Michael Beckley(3)	204,418	*
Matthew Calkins(4)	29,035,024	39.0%
Mark Dorsey	8,766	*
Shirley A. Edwards	11,523	*
Carl “Boe” Hartman II	5,896	*
Barbara “Bobbie” Kilberg(5)	81,631	*
Robert C. Kramer(6)	2,386,535	3.2%
David Link	771	*
Mark Lynch	43,968	*
William D. McCarthy	12,947	*
Srdjan Tanjga	9,229	*
Pavel Zamudio-Ramirez(7)	28,600	*
All current directors, director nominees, executive officers, and named executive officers as a group (12 persons)	31,829,308	*

*Represents beneficial ownership of less than 1%.

(1)This information has been obtained from a Schedule 13F-HR filed on February 12, 2026, by BlackRock, Inc. The principal business address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

(2)This information has been obtained from a Schedule 13G filed on March 5, 2026, by Vanguard Portfolio Management. The principal business address of Vanguard Portfolio Management is 100 Vanguard Blvd., Malvern, PA 19355.

(3)Consists of 104,418 shares of Class A common stock and 100,000 shares of Class B common stock.

(4)Consists of 1,819,144 shares of Class A common stock held directly by Mr. Calkins, 6,941,070 shares of Class B common stock held by Wallingford LLC, for which Mr. Calkins serves as the managing member, 20,274,710 shares of Class B common stock held by Calkins Family LLC, for which Mr. Calkins serves as the managing member, and 100 shares of Class B common stock issuable upon the exercise of options. Mr. Calkins, Wallingford LLC, and Calkins Family LLC have pledged 1,819,144 shares of Class A common stock, 3,483,333 shares of Class B common stock, and 1,600,000 shares of Class B common stock, respectively, as security for loans.

(5)Consists of 1,246 shares of Class A common stock held by the Barbara Greene Kilberg Living Trust U/A dated July 1, 1998, of which William and Barbara Kilberg are the co-trustees; 1,246 shares of Class A common stock held by the Kilberg Family Trust U/A dated October 13, 2021, of which Barbara Kilberg is the trustee; and 57,539 shares of Class A common stock held by William & Barbara Kilberg Trustees of the William Kilberg Trust dated July 1, 1998 and Barbara & William Kilberg Trustees of the Barbara Kilberg Trust dated July 1, 1998, Tenants in Common, which are pledged as security for a line of credit; and 21,600 shares of Class B common stock issuable upon the exercise of options.

(6)Consists of 313,937 shares of Class A common stock held directly by Mr. Kramer, 150,000 shares of Class A common stock held by an irrevocable family trust which immediate family members are the trustee and beneficiary, and 9,120 and 1,913,478 shares of Class A and Class B common stock, respectively, held by The Robert C. Kramer Revocable Trust, for which Mr. Kramer serves as sole trustee and beneficiary.

(7)Consists of 25,665 shares of Class A common stock held directly by Mr. Zamudio-Ramirez and 2,935 RSUs vesting within 60 days of March 31, 2026.

(8)This information has been obtained from a Schedule 13G filed on February 24, 2026, by RFD Fund Management LLC. The principal business address of RFD Fund Management LLC is 599 Lexington Avenue, 47th Floor, New York, NY 10022.

(9)This information has been obtained from a Schedule 13D filed on February 5, 2026, by Fivespan Partners, LP. The principal business address of Fivespan Partners, LP is 1170 Gorgas Avenue, San Francisco, CA 94129.

EXECUTIVE AND DIRECTOR COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

The following Compensation Discussion and Analysis is a discussion of certain aspects of our compensation programs and practices as they relate to our principal executive officer, principal financial officer, former interim principal financial officer, and the three other most highly compensated executive officers who were serving as executive officers as of December 31, 2025, whom we refer to below collectively as our “Named Executive Officers” or “NEOs.”

Set forth below is also a description of the philosophy and objectives underlying our executive compensation policies, the most important executive compensation decisions during 2025, and an analysis of these policies and decisions.

Our Named Executive Officers for 2025 are:


Name						Title
Matthew Calkins						Chief Executive Officer, President, Founder, and Chairman of the Board
Srdjan Tanjga						Chief Financial Officer
Mark Lynch						Former Interim Chief Financial Officer
Robert Kramer						General Manager
Mark Dorsey						Chief Revenue Officer
Pavel Zamudio-Ramirez						Chief Customer Officer

Executive Summary

Our Company

We provide process automation technology. For over 25 years, our highly reliable and scalable platform has been leveraged by large enterprises and governments. Combining leading edge process orchestration and intelligence, we provide everything an organization needs to design, automate, and optimize critical processes, facilitating continuous adaptation in changing environments. We sell our software almost exclusively through subscriptions.

Business Highlights

For our fiscal year ended December 31, 2025, we continued to build on a strong foundation of business results that provide context for our stockholders reviewing our executive compensation program. Our fiscal year 2025 highlights include the following:

•Total revenue was $726.9 million;

•Subscriptions revenue was $576.5 million, an increase of 18% over 2024;

•Cloud net annualized recurring revenue expansion rate was 114% as of December 31, 2025;

•GAAP net income was $1.2 million in 2025 compared to a loss of $92.3 million in 2024; and

•Adjusted EBITDA* was $76.8 million in 2025 compared to adjusted EBITDA of $20.3 million in 2024.

* Adjusted EBITDA is a non-GAAP financial measure, which represents GAAP net income (loss) before (1) other (income) expenses, net, (2) interest expense, (3) income tax expense, (4) depreciation expense and amortization of intangible assets, (5) stock-based compensation expense, (6) Litigation Expense, (7) JPI Amortization, (8) Severance Costs, and (9) Lease Impairment and Lease-Related Charges. A reconciliation from GAAP net income (loss) to adjusted EBITDA is set forth in Appendix A to this Proxy Statement.

Executive Compensation Philosophy and Practices

Philosophy and Objectives

Our compensation philosophy is driven by our objective to attract and retain exceptional individuals across the Company. We seek to reward those who take on additional responsibility, are innovative, and are making an impact in a way that incorporates our core values of Intensity and Excellence. These principles and people are the pillars of our organization. Our objective is to signal to these individuals they have a future at the Company and are valued.

Our executive compensation program fits within this philosophy and aims to achieve these objectives. In addition, we also believe that, as a public company, certain elements of our executive compensation programs should align employee interests with those of our stockholders.

Practices and Policies

The Compensation Committee uses its judgment to establish a total compensation program for each Named Executive Officer that is a mix of current, short-term, and long-term incentive compensation as well as cash and non-cash compensation it believes are appropriate to achieve the goals of our executive compensation program and our corporate objectives. We do not have formal policies for allocating compensation among base salary, annual performance bonuses, and equity awards or among cash and non-cash compensation. Except with respect to his own compensation, our Chairman and CEO Matt Calkins, along with our Chief People Officer and other executives, advises the Compensation Committee with respect to the compensation of our NEOs.

The following is a summary of our guiding principles and practices with respect to executive compensation:


What We Do						What We Don't Do
P Conduct annual executive compensation review						O No “single trigger” change in control payments
P Place a significant amount of targeted compensation at risk						O No stock option repricing
P Tie performance bonus opportunities to corporate objectives						O No automatic acceleration of vesting under equity plans
P Design our compensation programs to discourage excessive risk-taking						O No executive retirement plans
P Place a cap on performance bonuses						O No special welfare or health benefits
P Conduct a say-on-pay vote on an annual basis						O No guaranteed salary increases
P Maintain a “clawback” policy which mandates recoupment of executive officers’ incentive-based compensation in the event of an accounting restatement						O No significant perquisites
						O No Section 280G tax gross-ups

Elements of Executive Compensation

Our compensation program generally consists of, and is intended to strike a balance among, three principal elements for each NEO: base salary, short-term incentive payments, and stock-based compensation. Set forth below is a description of these elements, their principal features, and why we pay them.

Base Salary

Base salary is one component of each NEO’s cash compensation. We establish base salary after considering a number of factors, including the scope of each NEO’s responsibilities, the performance of the NEO, and current economic and competitive market conditions. Base salaries are used to attract, motivate, and retain outstanding employees with a set amount and consistent payments. Base salaries for our NEOs are reviewed annually by the Compensation Committee and at the time of an NEO’s promotion or other changes in responsibility and may be adjusted after considering the above factors.

Short-Term Incentive Payments

We believe short-term incentives are an important and effective way to align NEO pay with Company performance because short-term incentives are actually earned only when our NEOs help us achieve certain business objectives. We measure short-term incentive award achievement on a quarterly and annual basis, which also helps us more closely equate executive pay with real-time performance. The NEOs participate in the following bonus plans designed to achieve these objectives.

Senior Executive Incentive Bonus Plan

Each NEO, other than Mr. Lynch, who was employed on an interim basis, and Mr. Dorsey, who participates in the Sales Commission Plan, is entitled to participate in the Senior Executive Incentive Bonus Plan (the “Bonus Plan”), a performance-based incentive payment program. Under the Bonus Plan, the NEO is eligible to receive an incentive payment based on one or more corporate performance goals. The target amount for each NEO is determined each year, generally at the beginning of such year. The Bonus Plan is intended to provide an incentive for superior work and to motivate eligible executives toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders, and to attract and retain highly qualified executives. Starting in 2025, we offered the option to all of our employees under a corporate bonus plan, including the Senior Executive Incentive Bonus Plan, to elect to receive their payout in all cash, all immediately-vesting stock, or a combination of the two. If the employee elects stock, the Company will provide an additional 10% of immediately-vesting stock (“Stock Bonus Election Premium”) to the employee. The election is made in the first quarter of the performance year, prior to the determination of the achievement levels.

Customer Success Bonus Plan

As the Chief Customer Officer, Mr. Zamudio-Ramirez is eligible to participate in the Customer Success Bonus Plan (the “CS Bonus Plan”) in addition to the Bonus Plan. The CS Bonus Plan is designed to reward our Customer Success organization employees for achieving certain goals associated with services profits, based quarterly with the opportunity for an end-of-year catch-up potential if quarterly performance exceeds 100% in any quarter, not to exceed 100% of the quarterly potential and 100% of the target bonus potential for the full year.

Sales Commission Plan

As the Chief Revenue Officer, Mr. Dorsey is eligible to receive compensation under our sales commission plan. We establish sales commission plans to encourage and reward current contributions to our long-term revenue growth for our sales employees. Sales commission plans are set for each calendar year, and Mr. Dorsey was eligible to earn commissions based on the results of the worldwide sales team. The revenue targets are determined by our Board of Directors in consultation with our CEO and CFO.

Stock-Based Compensation

Another component of an NEO’s total compensation is stock-based compensation, in order to closely tie total compensation to long-term stockholder value. Accordingly, NEOs receive stock-based awards at the time of hire and are also eligible for stock-based awards on a periodic basis. Messrs. Dorsey, Tanjga, and Zamudio-Ramirez also receive stock-based compensation under the Universal Equity Plan (the “UEP”), which is a program generally available to all employees that awards an annual grant of equity vesting over a one-year and/or four-year period. Because our compensation program is designed to reward long-term performance and operate over a period of years, NEOs may not necessarily receive additional stock-based awards every year, other than if they elect to receive stock under the Bonus Plan or under the UEP. In granting stock-based awards for a particular year, the Compensation Committee will consider the individual’s position and responsibilities, the vesting schedule and value of previously granted stock-based awards, the timing since the last grant, and the number of shares available in our equity plans, among other factors. Annual total compensation as reported in the Summary Compensation Table below includes the entire fair value as of the grant date of a stock award granted in that year, without regard to the fact that the grant vests over a number of years. As such, a Named Executive Officer’s total compensation as reported will be higher in years in which he received a grant compared to years in which he did not receive a grant.

Retention Bonuses

From time to time, we may pay a bonus to an NEO designed to retain executives taking into account the build up of equity awards vesting over multi-year periods.

How We Determine Executive Compensation

Role of our Compensation Committee

The Compensation Committee reviews each NEO’s compensation at least once a year and makes a final determination regarding any adjustments to the current compensation structure and levels after considering a number of factors. The Compensation Committee generally considers the scope of an officer’s responsibilities and performance, as well as the Company’s performance and current market conditions. The Compensation Committee also considers recommendations made by our CEO with regard to equity grants to the other NEOs based on the performance of each NEO over the past year. We do not use a peer group or consider competitive market pay data at this time and have no present intention to consider peer group compensation in the near term. We may change this practice in the future.

Role of our Chief Executive Officer in Determining Executive Compensation

Our CEO makes recommendations to the Compensation Committee regarding the setting of performance objectives for the Company. The CEO may also set specific goals for particular departments of the Company such as our Customer Success organization. Each NEO is required to operate his function with the purposes of meeting the overall performance objectives of the Company and maximizing the productivity of his own functional area of responsibility. While our Compensation Committee solicits the recommendations of our CEO, the Compensation

Committee uses these recommendations as only one factor in making compensation decisions. No NEO participates in portions of any meetings during which decisions are made regarding his own compensation. The final salary adjustments and equity incentive awards to NEOs are approved solely by the Compensation Committee.

Our CEO does not make recommendations as to his own compensation. In the case of the CEO, his individual performance evaluation is conducted solely by the Compensation Committee, which determines his compensation changes and awards.

Say-on-Pay; Stockholder Engagement

At our 2025 Annual Meeting of Stockholders, our stockholders approved the advisory resolution on executive compensation with over 95% voting in favor of the resolution. We considered the results of this vote and view it as confirmation our stockholders support our executive compensation policies and decisions.

We value our stockholders' feedback and actively engage with our stockholders, including through our quarterly earnings calls, investor conferences, and outreach through our Investor Relations department.

2025 Executive Compensation Program

Base Salary

The Compensation Committee is responsible for reviewing and setting the base salaries of the NEOs. Base salaries are reviewed on a periodic basis by the Compensation Committee for all executive officers, including the NEOs. The Compensation Committee considers the performance of the Company, internal pay equity and market rates, among other factors. The Compensation Committee did not change the base salaries for any of the NEOs in 2025, except for Matthew Calkins, whose base salary was increased to $1,300,000 per year as of July 1, 2025.

The following table is a summary of each NEO's base salary levels for fiscal years 2025 and 2024 (all amounts presented are in whole dollars):


Name	2025		2024
Matthew Calkins	$	1,300,000	$	1,000,000
Srdjan Tanjga	$	750,000	N/A
Mark Lynch	$	1,000,000	$	1,000,000
Robert Kramer	$	850,000	$	850,000
Mark Dorsey	$	650,000	$	650,000
Pavel Zamudio-Ramirez	$	800,000	$	800,000

Senior Executive Incentive Bonus Plan

For 2025, corporate performance goals under the Bonus Plan for Messrs. Kramer, Tanjga, and Zamudio-Ramirez were based on total software annual contract value growth and executive performance with respect to their departmental initiatives, subject to the percentage payable under the Bonus Plan not exceeding the percentage of the bonus payable to non-NEO eligible employees. The payout levels were set with a goal of having the Company achieve superior revenue growth rates in 2025, create the basis for growth in future periods through the renewal and expansion of subscription agreements with existing customers, and have executives align their departments to achieve long term corporate goals. Generally, the payout levels are set such that the relative difficulty of achieving the full amount is consistent from year to year.

For 2025, the Compensation Committee set corporate performance goals for Mr. Calkins under the Bonus Plan that were based 50% on total software annual contract value growth and 50% on the weighted rule-of-forty, a combined metric of the Company’s cloud subscription revenue growth rate and adjusted EBITDA margin (“WROF”).

The corporate performance goals for 2025 were calculated following the end of the year in accordance with the Company’s financial statements and disclosures and evaluation of the executive’s performance with respect to their departmental initiatives by an executive committee, based on their discretion. The following NEOs earned amounts

under the Bonus Plan for 2025 (not including Stock Bonus Election Premiums): $1,600,000 for Mr. Calkins, $423,000 for Mr. Tanjga, $93,700 for Mr. Kramer, and $168,375 for Mr. Zamudio-Ramirez.

Customer Success Bonus Plan

For 2025, the target bonus opportunities for Mr. Zamudio-Ramirez were set at (1) $31,250 per quarter and (2) a separate $125,000 lump sum for the full year. The quarterly bonus opportunities were measured and paid on a quarterly basis based on the profit of the Customer Success organization, while the annual bonus opportunity was measured based on net revenue retention growth. Both the quarterly and annual bonuses were set to be earned ratably, between 0% achievement (0% payout) and 100% achievement (100% payout). Mr. Zamudio-Ramirez earned a bonus of $250,000 under the CS Bonus Plan for 2025.

Sales Commission Plan

Under our Sales Commission Plan for 2025, Mr. Dorsey earned a bonus of $719,893.

Long-Term Equity Incentive Compensation

Equity awards are granted under our 2017 Equity Incentive Plan (the “2017 Plan”), which was adopted by our Board and approved by our stockholders in 2017. In 2025, the Compensation Committee evaluated and approved the following equity awards under the 2017 Plan: 71,196 RSUs for Mr. Dorsey, 7,500 RSUs for Mr. Kramer, 300,788 RSUs for Mr. Tanjga, and 19,077 RSUs for Mr. Zamudio-Ramirez. Each of these awards vest over either a one-year or four-year period. No other NEOs received any equity awards in 2025, other than the RSUs Messrs. Calkins, Kramer, and Zamudio-Ramirez elected to receive under the Bonus Plan, in the amounts of 64,375, 3,770, and 2,259, respectively.

For 2025, Mr. Tanjga was also eligible for Performance Stock Awards (“PSAs”) under the Bonus Plan, the payout of which was tied to WROF. Mr. Tanjga received 65,108 PSAs for 2025. For additional details regarding our 2025 long-term equity incentive compensation, see “Grants of Plan-Based Awards for 2025” below.

Other Features of Our Executive Compensation Program

Employment Agreements

Messrs. Calkins, Kramer, and Zamudio-Ramirez have, and Mr. Lynch had, entered into the standard employment agreement all of our employees agree to when commencing employment with the Company. The terms of the standard employment agreement state the employee is an “at-will” employee and include provisions regarding non-competition, confidential information, and intellectual property. There are no provisions for additional payments upon termination or a change-of-control of the Company.

We previously entered into an employment agreement with Mr. Dorsey and in April 2025 entered into an employment agreement with Mr. Tanjga that include additional provisions to our standard employment agreement described above. These employment agreements provide for a severance payment of base salary for a period of six months, the vesting of unvested equity, and the payment of continued employment benefits for six months as discussed in additional detail below. We did not amend any of the employment agreements in 2025.

Section 401(k) Plan, Health, and Other Benefits

We offer certain retirement, health, and other benefits to all employees. Our NEOs are eligible to participate in these benefit plans on the same basis as all other employees.

We provide a 401(k) Retirement Savings Plan (the “401(k) Plan”) to eligible U.S. employees that is intended to qualify under Section 401(k) of the Code as a defined contribution retirement plan. The 401(k) Plan allows participants to make elective deferrals of a portion of their income as a contribution to a Section 401(k) profit sharing plan. Under the 401(k) Plan, the Company may, but is not required to, make matching contributions. For 2025, the Company made semi-monthly matching contributions of $1.00 per $1.00 of the employee’s contribution for such pay period, up to a maximum of 4% of the employee’s gross compensation for such pay period.

Our health and benefit plans include medical, dental, vision, critical illness, accident, hospital indemnity, disability, life, long and short-term disability insurance, and health savings and flexible spending accounts. All employees also receive flexible leave with no set maximum number of vacation days and a medical leave program that allows employees to take sick leave when they need it, up to 10 consecutive business days.

Perquisites and Other Personal Benefits

We do not believe it is appropriate at this time to provide special perquisites or benefits and thus our NEOs do not receive any personal benefits or perquisites that are not available on a non-discriminatory basis to all employees.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the Code generally places a limit of $1 million on the amount of compensation deductible by a company in any one year with respect to compensation paid to certain of its officers, called covered employees. While we are mindful of the benefit of tax deductibility of compensation, we also value the flexibility of compensating our executive officers in a manner that can best promote our corporate objectives. Therefore, we may approve compensation that may not be fully deductible.

Accounting

Under the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“ASC 718”), the Company is required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718.

Other Compensation Policies and Practices

Clawback Policy

We seek to recover, to the extent practicable, performance-based compensation from our executive officers. Our Board adopted the Appian Corporation Compensation Recoupment Policy (the “Clawback Policy”) in accordance with Rule 10D-1 and the Nasdaq listing standards effective as of October 2, 2023. Under the Clawback Policy, our Compensation Committee will, to the extent permitted by law, recoup any incentive compensation (cash and equity) received by the Company’s executive officers in the event of a restatement of financial-based measures (regardless of whether detrimental conduct has occurred). In the case of a restatement of financial-based measures, the Board will reasonably promptly recover the amount by which the incentive compensation received exceeds the amount that would have been received if the error had not been made within the three years preceding the date on which the Board determines the financial measure contains a material error.

Insider Trading Policy

We maintain an insider trading policy that prohibits employees, directors, and consultants from engaging in short sales, transactions in put or call options, hedging transactions, margin accounts, or other inherently speculative transactions with respect to our stock. We do not have any stock ownership requirements in place for our NEOs or prohibitions on pledging our stock.

Equity Grant Practices

We generally grant RSUs to newly hired employees shortly after the employee’s start date and on an annual basis, in each case subject to prior approval of the Compensation Committee. All employees are eligible for merit-based equity grants periodically throughout the year, subject to the approval of the Compensation Committee. We do not time the granting of equity awards to coordinate with the release of material non-public information.

Compensation Risk Assessment

As part of its review of the compensation paid to our employees, including our NEOs, the Compensation Committee considers any risks arising from the design and elements of our compensation policies and practices. We have determined the mix and design of the elements of executive compensation do not encourage management to assume excessive risks, and any potential risks are not reasonably likely to have a material adverse effect on our Company as a whole.

SUMMARY COMPENSATION TABLE

The following table shows, for fiscal years 2025, 2024, and 2023, compensation awarded to, paid to, or earned by the Company’s Named Executive Officers as of December 31, 2025, in accordance with SEC rules. All amounts are presented in whole dollars.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)	Non-Equity Incentive Plan Compensation(3) ($)	All Other Compensation(4) ($)	Total ($)
Matthew Calkins(5) Chief Executive Officer	2025	1,150,000	—	1,760,000(2)	—	31,276	2,941,276
	2024	1,000,000	—	—	150,000	276	1,150,276
	2023	1,000,000	—	—	150,000	13,566	1,163,566
Srdjan Tanjga Chief Financial Officer	2025	448,864	423,000	8,000,000(9),(10)	—	13,571	8,885,435

Mark Lynch(6) Interim Chief Financial Officer	2025	437,500	833,333(8)	—	—	363	1,271,196
	2024	162,879	250,000(8)	174,866	—	66	587,811
	2023	—	—	—	—	—	—
Robert Kramer(5) General Manager	2025	850,000	—	353,700(2)	—	23,268	1,226,968
	2024	850,000	—	—	50,000	265	900,265
	2023	516,667	—	—	50,000	180	566,847
Mark Dorsey(11) Chief Revenue Officer	2025	650,000	—	2,100,000	719,893	31,516	3,501,409

Pavel Zamudio-Ramirez Chief Customer Officer	2025	800,000	168,375	646,738(2)	250,000	40,816(7)	1,905,929
	2024	800,000	—	196,271	170,680	4,206(7)	1,171,157
	2023	800,000	—	—	117,500	164,978(7)	1,082,478

(1)This column reflects the full grant date fair value of RSUs granted during the year measured pursuant to ASC 718, the basis for computing stock-based compensation in our consolidated financial statements. For RSU awards, the grant date fair value is calculated using the closing price of our Class A common stock on the date of grant. See Notes 2 and 10 to our Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding the value determination of the RSU awards. There is no assurance the grant date fair values will ever be realized by any Named Executive Officer. See the “Outstanding Equity Awards at December 31, 2025” table below for information on RSU awards granted to our Named Executive Officers that remained outstanding as of December 31, 2025.

(2)In 2025, we changed our annual corporate bonus program to provide eligible employees with the option to receive a portion or all of their earned annual bonuses, otherwise payable in cash, in the form of RSUs, with a 10% Stock Bonus Election Premium for selecting RSUs. The Stock Bonus Election Premium included in this column consists of the following for Messrs. Calkins, Kramer, and Zamudio-Ramirez, respectively: $160,000, $9,370, and $5,613. For RSU awards, the grant date fair value is calculated using the closing price of our Class A common stock on the date of grant. See Notes 2 and 10 to our Annual Report on Form 10-K for the year ended December 31, 2025 for information regarding the value determination of the RSU awards.

(3)Totals for Mr. Dorsey and Mr. Zamudio-Ramirez represent amounts earned by the NEO under the Sales Commission Plan and the Customer Success Bonus Plan, respectively. 2024 and 2023 totals for Mr. Calkins and Mr. Kramer represent amounts earned by the NEOs pursuant to our Corporate Bonus Plan.

(4)The amounts reported in this column include matching contributions to our 401(k) Plan or Roth IRA, life insurance premiums, HSA contributions, and home office allowances, which we provide to all eligible employees. See “Compensation Discussion and Analysis – Other Features of Our Executive Compensation Program.”

(5)Messrs. Calkins and Kramer are members of our Board but do not receive any additional compensation in their capacity as directors.

(6)Mr. Lynch did not receive compensation from us as an employee in 2023. Amounts for Mr. Lynch do not include the compensation he received from us while a non-employee director. See “Director Compensation” table below.

(7)Includes ESPP match of $2,250, which is a benefit available to all employees who participate in the ESPP.

(8)These amounts consist of retention bonus payments paid to the NEO for such year.

(9)The stock awards for Mr. Tanjga include a one-time sign-on grant of RSUs with a value of $5,000,000, vesting over four years at 25% per year and a recurring annual grant of RSUs with a value of $1,500,000 each year he is with the Company.

(10)Mr. Tanjga’s equity incentive plan compensation includes a recurring annual grant of performance stock awards with a value of up to $1,500,000 each year he is with the Company.

(11)Because Mr. Dorsey was not a Named Executive Officer in 2024, SEC rules do not require his compensation for that year to be reported.

GRANTS OF PLAN-BASED AWARDS FOR 2025

The following table shows certain information regarding grants of plan-based awards to the Named Executive Officers for the fiscal year ended December 31, 2025, including equity elected in 2025 to be received by the Named Executive Officer under the Senior Executive Incentive Bonus Plan. Mr. Lynch received stock for his service as a director while not serving as Interim Chief Financial Officer under the director compensation policy. See “2025 Director Compensation Table” below. The dollar values of cash payments under the Bonus Plan are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. For more information about our Bonus Plan, see “Compensation Discussion and Analysis - 2025 Executive Compensation Program - Senior Executive Incentive Bonus Plan.”


Name	Grant Date	All Other Stock Awards: Number of RSUs/PSAs(1)	All Other Option Awards: Number of Securities Underlying Options	Per Share Exercise or Base Price of Option Awards ($)	Grant Date Fair Value of Stock and Option Awards ($)(2)
Matthew Calkins	6/25/2025	64,375(9)	—	—	1,760,013
Mark Dorsey	2/11/2025	15,000(3)	—	—	500,100
	8/20/2025	18,132(4)	—	—	525,647
	11/4/2025	38,064(5)	—	—	1,100,050
Robert Kramer	2/11/2025	7,500(3)	—	—	250,050
	3/18/2025	3,770(9)	—	—	103,072
Srdjan Tanjga	8/5/2025	181,292(4)	—	—	5,000,033
	8/5/2025	54,388(4)	—	—	1,500,021
	4/17/2025	65,108(8)	—	—	1,500,088
Pavel Zamudio-Ramirez	5/6/2025	11,740(6)	—	—	360,066
	5/6/2025	7,337(7)	—	—	225,026
	3/18/2025	2,259(9)	—	—	61,761

(1)The RSU awards and PSAs were granted pursuant to our 2017 Plan. Each RSU, or PSA, as applicable, represents a contingent right to receive one share of our Class A Common Stock (or its cash equivalent, at our discretion).

(2)See Footnotes 1 and 2 to the “Summary Compensation Table” above, as applicable.

(3)The RSUs vest in four equal annual installments of 25% on each anniversary of March 5, 2025, provided the NEO provided continuous service to us through the vesting date;

(4)The RSUs vest in four equal annual installments of 25% on each anniversary of August 5, 2025, provided the NEO has provided continuous service to us through the vesting date.

(5)The RSUs vest in four equal annual installments of 25% on each anniversary of November 5, 2025, provided the NEO has provided continuous service to us through the vesting date.

(6)The RSUs vest in four equal annual installments of 25% on each anniversary of May 5, 2025, provided the NEO has provided continuous service to us through the vesting date.

(7)The RSUs vest on May 5, 2026, provided the NEO has provided continuous service to us through the vesting date.

(8)The terms of the PSAs were finalized on April 17, 2025, and the NEO was issued PSAs on February 26, 2026, after determination of the bonus payout. The PSAs vest in four equal annual installments commencing on March 5, 2026, provided the NEO has provided continuous service to us through each vesting date.

(9)In 2025, we changed our annual corporate bonus program to provide eligible employees with the option, via an election within 2 weeks after the new bonus program was announced, to receive a portion or all of their earned annual bonuses, otherwise payable in cash, in the form of RSUs, with a 10% Stock Bonus Election Premium for selecting RSUs. The NEO elected to receive this amount of their bonus in the form of RSUs. The NEO was issued immediately-vesting RSUs on February 26, 2026, after determination of the bonus payout.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

The following table shows, for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers. The market value of the stock awards represents the market value of the shares of Class A common stock underlying the RSUs as of December 31, 2025, based on the closing price per share of our Class A common stock as reported on The Nasdaq Global Select Market of $35.42 on December 31, 2025.


	Option Awards(1)						Stock Awards (RSUs)(1)
Name	Option Grant Date	Number of Securities Underlying Unexercised Options: Exercisable(2)	Number of Securities Underlying Unexercised Options: Unexercisable(3)	Option Exercise Price(4)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested(5)	Market Value of Shares or Units of Stock That Have Not Vested
Matthew Calkins	4/25/2017	100	—	$	12.00	4/25/2027	—	$	—
	6/8/2022	—	700,000(6)	$	50.63	6/7/2032	—	$	—
Mark Dorsey	—	—	—	$	—	—	26,187(7)	$	927,544
	—	—	—	$	—	—	15,000(8)	$	531,300
	—	—	—	$	—	—	18,132(9)	$	642,235
	—	—	—	$	—	—	38,064(10)	$	1,348,227
Robert C. Kramer	—	—	—	$	—	—	7,500(11)	$	265,650
Mark Lynch	7/20/2016	9,430	—	$	9.46	7/20/2026	—	$	—
	4/25/2017	20	—	$	12.00	4/25/2027	—	$	—
	4/25/2017	80	—	$	80.00	4/25/2027	—	$	—
Srdjan Tanjga	—	—	—	$	—	—	235,680(12)	$	8,347,786
Pavel Zamudio- Ramirez	—	—	—	$	—	—	11,740(13)	$	415,831
	—	—	—	$	—	—	7,337(14)	$	259,877

(1)All awards listed in this table and granted before our 2017 Plan became effective on May 24, 2017 were granted under the 2007 Stock Option Plan; all other awards listed in this table were granted under the 2017 Plan.

(2)The shares of Class B common stock reflected in this column are vested and exercisable.

(3)The shares of Class A common stock reflected in this column had not satisfied the option vesting requirements as of December 31, 2025.

(4)All of the option awards listed in the table were granted with a per share exercise price equal to or above the fair market value of our common stock on the date of the grant as determined in good faith by our Board.

(5)The shares of Class A common stock reflected in this column had not satisfied the RSU vesting requirements as of December 31, 2025.

(6)The option will vest in four installments of 25% each if (a) the average closing price per share of the Company's Class A common stock for a 365 calendar day period equals each of $175, $200, $225, and $250, respectively (the "Vesting Price Threshold") or (b) if the Company engages in a corporate transaction in which the Company's Class A common stock is valued at or above a Vesting Price Threshold, in each case prior to June 7, 2030.

(7)The RSUs were granted on November 5, 2024. 8,729 of the RSUs vest on each of November 5, 2026, November 5, 2027, and November 5, 2028, subject to the NEO’s continued service through each vesting date.

(8)The RSUs were granted on February 11, 2025. 3,750 of the RSUs vest on each of March 5, 2026, March 5, 2027, March 5, 2028 and March 5, 2029, subject to the NEO’s continued service through each vesting date.

(9)The RSUs were granted on August 20, 2025. 4,533 of the RSUs vest on each of August 5, 2026, August 5, 2027, August 5, 2028 and August 5, 2029, subject to the NEO’s continued service through each vesting date.

(10)The RSUs were granted on November 4, 2025. 9,516 of the RSUs vest on each of November 5, 2026, November 5, 2027, November 5, 2028, and November 5, 2029, subject to the NEO’s continued service through each vesting date.

(11)The RSUs were granted on February 11, 2025. 1,875 of the RSUs vest on each of March 5, 2026, March 5, 2027, March 5, 2028, and March 5, 2029, subject to the NEO’s continued service through each vesting date.

(12)The RSUs were granted on August 5, 2025. 58,920 of the RSUs vest on each of August 5, 2026, August 5, 2027, August 5, 2028, and August 5, 2029, subject to the NEO’s continued service through each vesting date.

(13)The RSUs were granted on May 6, 2025. 2,935 of the RSUs vest on each of May 5, 2026, May 5, 2027, May 5, 2028, and May 5, 2029, subject to the NEO’s continued service through each vesting date.

(14)The RSUs were granted on May 6, 2025 and vest on May 5, 2026, subject to the NEO’s continued service through the vesting date.

OPTION EXERCISES AND STOCK VESTED IN 2025

The following table presents, for each of the Named Executive Officers, on an aggregate basis, the number of shares of our common stock acquired upon the exercise of stock options and the vesting and settlement of RSUs during the fiscal year ended December 31, 2025, as well as the aggregate value realized on the exercise of stock options and the vesting and settlement of RSUs.


	Option Awards		Stock Awards (RSUs)
Name	Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Shares Acquired on Vesting (#)	Value Realized on Vesting(1) ($)
Mark Dorsey	—	—	8,729	256,022
Pavel Zamudio-Ramirez	—	—	5,921	181,775
Mark Lynch	—	—	7,858	247,542

(1)The aggregate value realized upon the vesting of an RSU represents the aggregate market price of the shares of our Class A common stock on the vesting date.

EMPLOYMENT AGREEMENTS

Messrs. Calkins, Kramer, and Zamudio-Ramirez are employed under our standard employment agreement available to all employees. Our standard employment agreement does not provide for any payments at, following, or in connection with the resignation, severance, retirement, or other termination (including constructive termination) of the employee, a change in his or her responsibilities, or a change in control of the Company. The terms of Mr. Lynch’s engagement with us as Interim Chief Financial Officer was set forth in an engagement letter, detailed below. Each of our NEOs is an at-will employee. Regardless of the manner in which an NEO’s service terminates, the NEO is entitled to receive amounts earned during his term of service, including salary.

Mark Lynch. Pursuant to his engagement letter, during his time as Interim Chief Financial Officer, Mr. Lynch received a base salary at a rate of $1,000,000 per year, subject to all tax and other required withholdings. In addition, Mr. Lynch received a monthly bonus of $125,000 for the first six months of his employment as Interim CFO and then $166,666.67 thereafter. He also received a grant of RSUs with a value of $250,000 that vested on May 5, 2025.

Mark Dorsey. Pursuant to his employment agreement and as defined below, if Mr. Dorsey’s employment with us is terminated by us without “cause” or if Mr. Dorsey resigns his employment with us for Good Reason, in each case within 30 days prior to or one year following a Change in Control of the Company, Mr. Dorsey is entitled to receive (i) six months of base salary, (ii) full acceleration of vesting with respect to all then-unvested equity awards granted to Mr. Dorsey pursuant to our equity incentive plans, and (iii) payment of premiums for continued health benefits under COBRA for up to six months. Mr. Dorsey’s severance payments and benefits are conditioned on his complying with his post-termination obligations set forth in his employment agreement and signing a general release of claims in our favor.

Srdjan Tanjga. Pursuant to his employment agreement and as defined below, if Mr. Tanjga’s employment with us is terminated by us without “cause” or if Mr. Tanjga resigns his employment with us for Good Reason, in each case within 30 days prior to or one year following a Change in Control of the Company, Mr. Tanjga is entitled to receive (i) six months of base salary, (ii) full acceleration of vesting with respect to all then-unvested equity awards granted to Mr. Tanjga pursuant to our equity incentive plans, and (iii) payment of premiums for continued health benefits under COBRA for up to six months. Mr. Tanjga’s severance payments and benefits are conditioned on his complying with his post-termination obligations set forth in his employment agreement and signing a general release of claims in our favor.

“Change in Control” means the occurrence of (i) a change of ownership constituting more than 50% of the total voting power of Company stock (other than Mr. Calkins); (ii) a change in the effective control of the Company by replacement of a majority of the Board members during any twelve month period, which replacement is not endorsed by a majority of members of the Board or by vote of Mr. Calkins; or (iii) a change in ownership of a substantial portion of the Company’s assets, subject to certain limitations as set forth in each employment agreement.

“Good Reason” means (i) a material diminution in base compensation or target bonus; (ii) a material diminution in authority, duties, or responsibilities; (iii) a requirement to report to a corporate officer or Company employee other than the CEO; (iv) a material diminution in the employee’s budget; (v) a material change in the geographic location at which the employee must perform services; or (vi) any action or inaction that constitutes a material breach of the agreement by the Company, subject to certain limitations as set forth in each employment agreement.

EQUITY PLAN TERMS

Each of our NEOs holds equity awards in the form of either stock options and/or RSUs under the terms of the 2017 Plan and, for those awards granted prior to our IPO, the 2007 Stock Option Plan. The 2017 Plan and 2007 Stock Option Plan do not include provisions for automatic acceleration of vesting upon a change of control of us or other significant corporate transactions. Under the 2017 Plan, the portion of the RSU award that has not vested will be forfeited upon termination of the participant’s employment with us. Under the 2007 Stock Option Plan, if a participant is terminated for cause, any unexercised and exercisable stock options may not be exercised after termination. If the participant is terminated because of the death of the participant, the participant’s legal representative may exercise any unexercised and exercisable stock options for a period of one year after the participant’s death, and if the participant is terminated for any other reason, the participant has 30 days to exercise any unexercised and exercisable stock options. For a complete description of the terms of the plans, refer to the plan documents filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 19, 2026.

SUMMARY OF ESTIMATED AMOUNTS PAYABLE UPON A TERMINATION OR CHANGE IN CONTROL

The following table summarizes the estimated payments to be made to Messrs. Tanjga and Dorsey under the terms of each of their employment agreements in the event of a termination of employment without cause or for good reason in connection with a change in control, upon resignation, or death. In accordance with SEC regulations, the following table does not include any amount to be provided to a Named Executive Officer under any arrangement that does not discriminate in scope, terms, or operation in favor of the Named Executive Officer and that is available generally to all salaried employees. Also, the following table does not duplicate information already provided in the outstanding equity awards at fiscal year-end table, except to the extent the amount payable to the Named Executive Officer would be enhanced by the termination event. The amounts in the following table are hypothetical and based on SEC regulations. Actual payments will depend on the circumstances and timing of any termination.

In accordance with SEC regulations, for purposes of the quantitative disclosure in the following table, we have assumed the termination took place on December 31, 2025 under the terms of the current employment agreements, based on the NEOs compensation structure as of December 31, 2025, and the price per share of our common stock is the closing price of our Class A common stock as reported on the Nasdaq Global Market on December 31, 2025, or $35.42. All amounts are presented in whole dollars.


NEO Benefits and Payments upon Termination	Termination by Company Without Cause or by Employee for Good Reason, each in Connection with a Change in Control		Voluntary Termination		Death
Mark Dorsey
Severance Payment	$	325,000	$	—	$	—
Acceleration of Equity Awards	3,449,306		—		—
Insurance Benefits	15,942		—		—
Total:	$	3,790,248	$	—	$	—
Srdjan Tanjga
Severance Payment	375,000		—		—
Acceleration of Equity Awards	8,347,786		—		—
Insurance Benefits	—		—		—
Total:	$	8,722,786	$	—	$	—

CEO PAY RATIO

Under SEC rules, we are required to provide a reasonable estimate of the ratio of the annual total compensation of Mr. Calkins, our CEO, to the median of the annual total compensation of our other employees. We identified the employee with annual total compensation at the median of the compensation of all of our employees (the “Median Employee”) by considering our employee population as of December 31, 2025 (the “Employee Population Determination Date”). We considered all individuals, excluding our CEO, who were employed by us (including our consolidated subsidiaries) on the Employee Population Determination Date, whether employed in the U.S. or outside the U.S., or on a full-time or part-time basis, including employees on a leave of absence. Contractors, interns, and other non-employees were not included in our employee population. The total number of our U.S. and non-U.S. employees considered for the calculation was 2,149.

To identify the Median Employee from the employee population described above, we determined each employee's compensation as the sum of the following components:

•Base pay - For hourly employees, base pay is calculated as the hourly rate in effect on December 31, 2025 multiplied by a reasonable estimate of hours worked during the year. For salaried employees, base pay is calculated as annual base salary in effect on December 31, 2025 regardless of the employee's hire date.

•Cash bonuses and commissions - For purposes of the calculation, our CEO's bonus was calculated as a cash bonus earned in 2025. For all other employees, cash bonuses and commissions reflect actual bonuses or commissions paid in 2025.

•Equity compensation - For all employees, equity compensation is calculated as the aggregate grant date fair value (as determined in accordance with footnote 1 of the Summary Compensation Table) of any equity awards granted in fiscal year 2025.

•Group term and basic life insurance premiums

•ESPP employer matches

•Health savings account employer matches

•401(k) employer matching contributions or employer retirement contributions to other government sponsored retirement plans.

For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using exchange rates in effect as of December 31, 2025, as provided in our system of record for compensation information. We did not make any cost-of-living adjustments for employees outside of the United States. We believe our methodology provides a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the Median Employee or calculation of the pay ratio, and other

companies may use assumptions and methodologies that are different from those used by the Company in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above.

For our last completed fiscal year, which ended December 31, 2025:

•The median of the annual total compensation of all of our employees (other than Mr. Calkins), including employees of our consolidated subsidiaries, was approximately $204,319.

•Mr. Calkins' annual total compensation for 2025, as reported in the Summary Compensation Table included in this Proxy Statement, was $2,941,276.

•Based on the above, for fiscal year 2025, the ratio of Mr. Calkins' annual total compensation to the median of the annual total compensation of all employees was approximately 14.40 to 1.

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.

Pay Versus Performance Table

The following table shows the total compensation for our NEOs for the past five fiscal years as set forth in the Summary Compensation Table, the compensation actually paid to our CEO and, on an average basis, to our other NEOs (in each case as defined by Item 402(v) of Regulation S-K), our total shareholder return (“TSR”), the TSRs of the NASDAQ Computer Index (our peer group) over the same period, and net income. All amounts other than per share amounts are presented in whole dollars.


Year	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO ($)	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)	Value of Initial Fixed $100 Investment Based on:		Net Income (Loss) ($)
					Total Return ($)	Peer Return ($)
2025	2,941,276	760,210	3,358,187	3,796,469	21.85	258.44	1,232,805
2024	1,150,276	(3,880,711)	1,017,885	574,812	20.23	203.26	(92,262,091)
2023	1,163,566	4,806,301	1,633,615	1,718,804	23.23	147.39	(111,440,577)
2022

SEC Form DEF 14A filed by Appian Corporation