AppLovin (APP) 10-K risk factor changes: FY2024 vs FY2023

- our ability to maintain our [removed: culture and] brand awareness;

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- liability for content that is distributed through or advertising that is served through our [removed: Software Platform] [added: Advertising solutions] or Apps;

Risks Related to Our [removed: Business] [added: Business, Operations] and Industry

- [removed: changes to our Software Platform, Apps, or other offerings, or] the development and introduction of new [removed: software] [added: solutions, entry into new markets,] or [added: the] development of new mobile apps by our studios or our competitors;

- changes to the policies or practices of companies or governmental agencies that determine access to third-party platforms, such as the Apple App Store and the Google Play Store, or to our [removed: Software Platform,] [added: Advertising solutions,] Apps, website, or the internet generally;

- changes to the policies or practices of third-party platforms, such as the Apple App Store and the Google Play Store, including with respect to Apple’s Identifier for Advertisers ("IDFA"), which helps advertisers assess the [added: effectiveness of their advertising efforts, and with respect to transparency regarding data processing;]

- the diversification and growth of revenue sources beyond our current [removed: Software Platform] [added: Advertising solutions] and Apps;

- the actions of our competitors, both with respect to their own offerings and, to the extent such competitors are also our clients, with respect to their use of our [removed: Software Platform;][added: Advertising solutions;]

- costs and expenses related to the strategic acquisitions and partnerships, including costs related to integrating mobile gaming studios or other companies that we acquire, as well as costs and expenses related to the development of our [removed: Software Platform] [added: Advertising solutions] or Apps;

- changes in the legislative or regulatory environment, including with respect to privacy, data protection, [removed: and] [added: or] AI or actions by governments or regulators, including fines, orders, or consent decrees;

In particular, it is difficult to predict if, when, or how newly-launched [added: products,] software [added: or new markets] may begin to generate revenue or decline in popularity.

Further, we cannot be certain if a new App [added: or product] will become popular amongst users and generate revenue.

The success of our business depends in part on our ability to develop and enhance our [removed: Software Platform] [added: Advertising solutions, including expansion into new markets,] and consistently and timely launch new [removed: Apps.][added: Apps and products.]

It is difficult for us to predict with certainty when we will expand our [removed: Software Platform suite or] [added: Advertising solutions,] launch a new App [added: or product, or enter a new market] as we may require longer development schedules or soft launch periods to meet our quality standards and expectations.

If our clients do not adopt our new [removed: Software Platform] [added: Advertising] offerings, or develop or further invest in their own competing alternatives, or if we are unable to successfully launch or acquire new Apps or [added: products or] maintain or improve existing [removed: Apps,] [added: Apps or successfully enter a new market,] our business and results of operations could be adversely affected.

Our [removed: Software Platform,] [added: Advertising solutions,] Apps, and other offerings involve the collection, storage, [removed: processing,] [added: transmission,] and [removed: transmission] [added: other processing] of a large amount of data, including personal information, and we and our third-party service providers otherwise store and process information, including our confidential and [removed: proprietary business information, and personal information and other information relating to our employees and clients or other third parties.]

We also store and implement measures designed to secure the source code for our [removed: Software Platform] [added: Advertising solutions] and Apps as they are created.

Any failure to prevent or mitigate security breaches or incidents impacting our [added: Advertising solutions, Apps, or our] systems or other systems used in our business, or improper access to or disclosure of our data, including source code, or user data, including personal information, content, or payment information from users, or information from clients or other third parties, that is stored or otherwise processed in our business could result in the unauthorized loss, modification, disclosure, destruction, or other [removed: misuse] [added: processing] of such data, or unavailability of data or of our [removed: Software Platform,] [added: Advertising solutions,] Apps, or other offerings.

[added: In] particular, a breach or incident, whether physical, electronic, or otherwise, impacting systems on which source code or other sensitive data are stored could lead to loss, disruption, unavailability, or piracy of, or damage to, our offerings, lost or reduced ability to protect our intellectual property, and diminished competitive position.

[removed: Computer malware] [added: Malware] (including ransomware), viruses, social engineering (predominantly spear phishing attacks or smishing), and general hacking have become more prevalent in the advertising and mobile app ecosystems.

Any actual or attempted breaches, incidents, or attacks may cause disruptions or interruptions to our [removed: Software Platform,] [added: Advertising solutions,] Apps, or other offerings, degrade the user experience, impair, disrupt, or interrupt our [removed: internal] systems and [added: networks and] other systems and networks used in our business, or adversely affect our reputation, business, financial condition, and results of operations.

Our efforts to protect our [added: Advertising solutions, Apps, and other offerings, our systems and other systems used in our business, and our] data, user data, and information from clients, partners, and other third parties, and to disable or otherwise respond to undesirable activities on our [removed: Software Platform, Apps, or other] offerings, may also be unsuccessful due to software bugs or other technical defects, errors, or malfunctions; employee, contractor, vendor, or partner error or malfeasance, including defects or vulnerabilities in information technology systems or offerings; cyberattacks, attacks designed to disrupt systems or facilities, or breaches of physical security of our facilities or technical infrastructure; or other threats that evolve.

Additionally, any such breach, incident, attack, malfunction, defect, or vulnerability, or the perception that any of these has occurred, may cause clients or users to lose confidence and trust in our [removed: Software Platform] [added: Advertising solutions, Apps,] or [removed: Apps] [added: other offerings] and otherwise harm our reputation and market position.

If these third parties fail to adopt or adhere to adequate data security practices, or experience a breach of, or other security incident impacting, their networks or systems, our data or our users’ data may be lost, destroyed, or [removed: improperly] accessed, modified, disclosed, or otherwise [removed: misused.][added: processed in unauthorized manners.]

Cyberattacks continue to evolve in sophistication and volume, and may be [removed: inherently] difficult to detect for long [removed: periods of time.][added: periods.]

Although we have developed systems and processes that are designed to protect our data, user data, and information from our partners; to prevent data loss, disable undesirable accounts and activities on our [removed: Software Platform] [added: Advertising solutions] or Apps; and to prevent and detect security breaches; we cannot assure you that such measures will provide comprehensive security, that we have been or will be able to identify breaches or other incidents or to react to them in a timely [removed: manner] [added: manner,] or that our remediation efforts will be successful.

[removed: We may face increased risks of cyberattacks and other security incidents as a result of more employees working remotely, our] [added: Our] use of third-party systems [removed: designed to enable the transition to a] [added: for] remote workforce [removed: introducing] [added: operations introduces] security risks and increased cyberattacks, such as phishing attacks by threat actors as a method for targeting personnel.

Further, in connection with [removed: international conflicts around the world,] [added: geopolitical events and conflicts,] such as [added: those] in Ukraine and the Middle East, there may be a heightened risk of potential cyberattacks by state actors or others.

Additionally, our [removed: Software Platform] [added: Advertising solutions] and other offerings operate in conjunction with, and we are in some cases dependent upon, third-party products, services, and components.

There have been and may continue to be significant attacks on certain third-party providers, and we cannot guarantee that our or our third-party providers’ systems and networks have not been breached or [removed: that they] [added: compromised or] do not contain [removed: exploitable] defects or bugs that could result in a [removed: breach of] [added: disruption, breach,] or [removed: disruption to] [added: other incident impacting] our systems and networks or [removed: the systems and networks] [added: those] of third parties that support us and our platform and service.

[removed: If there is a security vulnerability, error,] [added: Security vulnerabilities, malicious code, errors,] or other [removed: bug] [added: bugs or defects] in [removed: one of] these third-party products, services, and components [removed: and if there is a security exploit targeting them, we] could [added: cause us to] face increased costs, claims, liability, and additional or new obligations, reduced revenue, and harm to our reputation or competitive position.

Further, we utilize AI technologies in our [removed: Software Platform] [added: Advertising solutions] and Apps and may expand such use in the future.

In addition to our efforts to mitigate cybersecurity risks, we are [removed: making significant investments in privacy, safety, security, and content review efforts] [added: working] to combat misuse of our services and user data by third parties.

[removed: projects,] [added: We may not discover all such incidents] or other [removed: factors,] [added: activities, in connection with our efforts to combat misuse or otherwise,] and we may be notified of such incidents or activity by users, the media, or other third parties.

Such incidents and activities have in the past, and may in the future, include the [removed: use or other] processing of user data or [added: use of] our systems in [removed: a manner] [added: manners] inconsistent with our terms, contracts or policies, the existence of false or undesirable user accounts, improper advertising practices, activities that threaten people’s safety [removed: on-] or [removed: offline or instances of] spamming, scraping, data harvesting, or unsecured datasets.

We are subject to a variety of laws and regulations in the United States and abroad relating to cybersecurity and data protection, [removed: a number] [added: some] of which provide a private right of action.

Many jurisdictions have enacted breach notification obligations, and our agreements with certain customers or partners may require us to notify them or fulfill other obligations in the event of a security [removed: breach.][added: breach or incident.]

Affected users or government authorities could initiate legal or regulatory actions against us in connection with any actual or perceived security breaches or [added: incidents or] improper access [removed: to] [added: to,] or disclosure [removed: of] [added: or other processing of,] data, which has occurred in the past and which could cause us to incur significant expense and liability, distract management and technical personnel, and result in orders or consent decrees forcing us to modify our business practices and to pay fines or penalties.

Such actual or perceived [added: breaches or other] incidents or our efforts to remediate such incidents may also result in a decline in our active user base or engagement levels.

- our ability to maintain our culture;

- our future growth into new business opportunities;

- our substantial indebtedness and obligations thereunder;

- changes to our Advertising solutions, Apps, or other offerings,

- the timing and efficacy of improvement to our algorithms, models and AI-powered AXON advertising engine generally;

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proprietary business information, and personal information and other information relating to our employees and clients or other third parties.

These third parties or others may misappropriate or misuse this information.

We may face increased risks of cyberattacks and other security incidents as a result of increases in remote work.

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Apple also incorporated new SDK privacy controls into iOS 17, released in September 2023.

In January 2024, Google

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Distribution platform providers from time to time limit, suspend or discontinue access to their platforms in connection with violations, or perceived violations, of terms of service.

We believe strongly in operating a lean organizational structure, leveraging technology wherever possible, as it allows us to adapt our business as needed and affords increased opportunity to our employees.

While this approach enhances efficiency and cost control, it may also expose us to certain risks.

While we believe our lean culture allows us to move faster than other companies our size, a lean workforce could limit our ability to scale operations quickly in response to increased demand, develop new products or services in a timely manner, or effectively manage multiple initiatives simultaneously.

Additionally, key employees often hold multiple responsibilities, making us more vulnerable to disruptions caused by turnover or unexpected absences.

If we are unable to attract, retain, and efficiently allocate personnel, our operational capabilities, growth potential, and competitive position could be adversely affected.

Furthermore, as we expand, we may need to hire additional employees and enhance our infrastructure to support growth.

Failure to do so in a timely or effective manner could strain our existing workforce and negatively impact our financial performance and strategic objectives.

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sentiment related to political or social causes or actions of management; and the integration of new personnel and businesses from acquisitions.

- changes in measuring or pricing of mobile or other advertising markets;

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Our ability to improve the effectiveness and predictability of our advertising recommendations through improvements to our AI-powered advertising engine AXON is critical to our continuing success and future growth.

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cost-effective manner and may contain errors or defects, both of which could adversely affect our business, financial condition, and results of operations.

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to continue to satisfy our needs and the needs of our clients and users.

Additionally, we rely on certain third-party providers for our increasing network capacity and computing power needs, and if we fail to properly anticipate our needs or secure sufficient capacity at a reasonable cost, our ability to scale and grow our business, or our profitability, could be negatively impacted.

For example, we have developed and continue to further develop our AXON platform to support e-commerce advertisers.

The expansion of our services to this market is still in its early stages.

Further, there can be no assurance that we will achieve broader adoption among e-commerce advertisers or that we will effectively develop technology for our AXON platform.

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of entertainment, and critical reviews and public tastes and preferences, which may change rapidly and cannot necessarily be predicted.

If we are unable to promptly or properly react to new developments in these and other international regions, our business, financial condition, and results of operations could be adversely affected.

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- increased risk of loss, data breaches or cybersecurity attacks from our global operations;

- our ability to maintain a customer support ecosystem amongst the proliferation of “cheating” programs and scam offers seeking to exploit our mobile games and users;

- substantial indebtedness under our senior secured credit facilities;

effectiveness of their advertising efforts, and with respect to transparency regarding data processing;

In

These third parties may misappropriate our information and engage in unauthorized use of it.

As a result of these efforts, we anticipate that we will discover incidents of misuse of user data or other undesirable activity by third parties.

We may not discover all such incidents or activity, in connection with such efforts or otherwise, whether owing to our data limitations, the scale of activity on our Software Platform, challenges related to our personnel working remotely, the re-allocation of resources to other

We are seeing an increase in inquiries from our partners regarding audit certifications, such as SOC 2, Type II or ISO 27001, which we have not yet achieved.

Apple incorporated new SDK privacy controls into iOS 17, which was released in September 2023, including privacy manifests and signatures designed to allow app developers to outline the data practices for SDKs embedded in their apps, manage tracking domains within SDKs, and curb device fingerprinting by requiring app developers to select allowed reasons for using data received through certain APIs.

Apple indicated that it expects privacy manifests and signatures to become part of the App Store review in Spring 2024.

Additionally, in January 2024, Google started to roll out new CMP requirements for ads served in

For example, in August 2020, Apple and Google removed a mobile game developed by one of our competitors from their platforms for violating their standard policies and terms of service.

With the general shift to remote work, we are able to tap into candidate pools previously unavailable to us, but candidates have also sought increased flexibility and may have more options available to them.

We have and will continue to devote increased efforts to maintaining our collaborative culture, including through the use of videoconferencing and other online communication and sharing tools, and to monitoring the health, safety, morale, and productivity of our employees, including new employees, as we evaluate the impacts of the global remote working environment on our business and employees.

We have historically hired a number of key personnel and additional team members working on our Software Platform and Apps through strategic acquisitions and partnerships, and as competition within the advertising and mobile app ecosystems for attractive target companies with a skilled employee base persists and increases, we may incur significant expenses and difficulty in continuing this practice.

The loss of talented employees with experience in the assets we acquire could result in significant disruptions to our business and the integration of acquired assets and businesses.

If we do not succeed in recruiting, retaining, and motivating these key employees, we may not achieve the anticipated results of acquisitions.

Several of these companies, including Facebook, Google, and Unity Software, are also our partners and clients.

the pricing changes announced by Unity Software in September 2023, could negatively impact our studios and the mobile app ecosystem generally.

Many of these companies are also our partners and clients.

management and financial resources.

Additionally, we rely in part on third-party data centers.

when disposable income or consumer lending is lower.

As a result, we may be unable to continue to grow in the event of future economic slowdowns.

For example, we have a partner studio located in Belarus and we have employees located in Israel.

If we are unable to promptly or properly react to new developments or further sanctions related to that region, we may be subject to penalties or other negative consequences which could adversely impact our business.

operations will be harmed, and to a greater extent than would occur with a smaller transaction.

If our strategic review does not result in our proposed outcomes or meet our strategic objectives, our business, results of operations and financial condition could be adversely affected.

While our portfolio review is substantially complete, we continue to carefully consider the full range of options to optimize our Apps portfolio and maximize value to our shareholders, including periodically evaluating potential transactions with third parties related to our Apps portfolio and other strategic and financial alternatives.

However, we can provide no assurance that any transaction with a third party or other strategic alternative, if pursued, will have a positive impact on our results of operations or financial condition.

Our Apps generate

For example,

We have historically experienced revenue concentration with respect to certain Apps as well as other facets of our business.

Our future success depends, in part, on launching or acquiring and successfully monetizing additional Apps and on establishing and maintaining successful relationships with a diverse set of clients.

While our Apps consist of over 200 mobile games, currently a limited number of those are responsible for a significant portion of our revenue.

In the twelve months ended December 31, 2023, three games, Project Makeover, Matchington Mansion and Wordscapes, collectively represented approximately 15% of our revenue.

The loss or failure to successfully monetize one of these Apps could have a significant impact on our results of operations.

For example, in the twelve months ended December 31, 2023, our IAP Revenue decreased, primarily due to decreases in revenue from Project Makeover and Matchington Mansion, and continued declines in these Apps may significantly impact of Apps segment.

Similarly, our future success depends, in part, on our ability to launch and monetize additional mobile games and other mobile apps, as well as, on our ability to successfully acquire and monetize additional mobile games and other mobile apps, and these Apps may not successfully diversify our revenue concentration.

If we are unable to successfully launch or acquire new Apps, our reliance on a limited number of Apps may increase.

Since our founding in 2011, we have been focused on building [removed: a software-based platform] [added: Advertising solutions] for advertisers to improve the [added: marketing and monetization of their content.]

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Their first-hand experience with these challenges led to the development of our infrastructure and [removed: Software Platform.][added: Advertising solutions.]

Our global diversified portfolio of apps now consist of over 200 free-to-play mobile games across five genres, run by [removed: eleven] [added: ten] studios.

For 2023, our revenue grew 17% year-over-year from 2022, from [removed: $2.82] [added: $2.8] billion in 2022 to [removed: $3.28] [added: $3.3] billion in 2023.

For [removed: 2022,] [added: 2024,] our revenue grew [removed: 1%] [added: 43%] year-over-year from [removed: 2021,] [added: 2023,] from [removed: $2.79] [added: $3.3] billion in [removed: 2021] [added: 2023] to [removed: $2.82] [added: $4.7] billion in [removed: 2022.][added: 2024.]

We generated net income of [removed: $356.7 million] [added: $1.6 billion] in [removed: 2023,] [added: 2024,] net [removed: loss] [added: income] of [removed: $192.9] [added: $356.7] million in [removed: 2022,] [added: 2023,] and net [removed: income] [added: loss] of [removed: $35.3] [added: $192.9] million in [removed: 2021.][added: 2022.]

We generated Adjusted EBITDA of [removed: $1.5] [added: $2.7] billion, [removed: $1.1] [added: $1.5] billion, and [removed: $726.8 million] [added: $1.1 billion] in [added: 2024,] 2023, [removed: 2022] and [removed: 2021,] [added: 2022,] respectively.

Additionally, we have generated strong cash flows, with net cash provided by operating activities of [added: $2.1 billion,] $1.1 billion, [removed: $412.8 million,] and [removed: $361.9] [added: $412.8] million in [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively.

Given our strong financial position, we have been able to reinvest in our expansion and [removed: growth] [added: growth,] and [removed: consummate strategic acquisitions] [added: repurchase] and [removed: partnerships.][added: withhold shares of our Class A common stock.]

We collect revenue from [removed: our Software Platform] [added: Advertising] and our Apps.

During the twelve months ended December 31, [removed: 2023, Software Platform] [added: 2024, Advertising] Revenue represented [removed: 56%] [added: 68%] of total revenue and Apps Revenue represented [removed: 44%] [added: 32%] of total revenue.

We report our operating results through two reportable segments: [removed: Software Platform] [added: Advertising] and Apps.

The [removed: Software Platform] [added: Advertising] and Apps segments provide a view into the organization of our business and generate revenue as follows:

We primarily generate [removed: Software Platform] [added: Advertising] Revenue from fees paid by advertisers who use our [removed: Software Platform] [added: Advertising solutions] to grow and monetize their content.

We are able to grow our [removed: Software Platform] [added: Advertising] Revenue by improving our various [removed: software] technologies.

[removed: Software Platform] [added: Advertising] clients include a wide variety of advertisers, from indie developer studios to some of the largest global internet platforms, such as Facebook and Google.

We see multiple opportunities to gain new [removed: Software Platform] [added: Advertising] clients, and to increase spend from existing clients, as we help them grow their businesses and make them more successful.

Our [removed: Software Platform includes] [added: Advertising solutions include] AppDiscovery, MAX, Adjust, and Wurl.

AppDiscovery comprises the vast majority of [removed: revenue from our Software Platform.][added: Advertising Revenue.]

[removed: Software Platform] [added: Advertising] clients use MAX to optimize purchases of app advertising inventory.

The MAX tool [removed: suite] provides insights to manage against key performance indicators, understand the long-term value of users, and help manage profitability.

As more [removed: developers] [added: advertising networks] move to in-app [removed: bidding monetization,] [added: real-time bidding,] we expect growth in the adoption of, and revenue from, MAX.

[removed: Software Platform] [added: Advertising] clients use Adjust's measurement and analytics marketing platform to better understand their users' journey while allowing marketers to make smarter decisions through measurement, attribution and fraud prevention.

[removed: Software Platform] [added: Advertising] clients use Wurl's CTV platform to distribute streaming video, maximize [removed: advertising revenue,] [added: Advertising Revenue,] and acquire and retain viewers or subscribers.

IAP Revenue represented [removed: 69%] [added: 68%] of total Apps Revenue for the twelve months ended December 31, [removed: 2023.][added: 2024.]

During the twelve months ended December 31, [removed: 2023,] [added: 2024,] we had an average of [removed: 1.8] [added: 1.6] million Monthly Active Payers ("MAPs") across our portfolio of Apps.

Over that period, we had an Average Revenue Per Monthly Active Payer ("ARPMAP") of [removed: $46.][added: $51.]

Our clients leverage a broad set of high-performing mobile ad formats, including playable and rewarded video, and are able to match these ads with relevant users resulting in a better return on their advertising [removed: spend.]

IAA Revenue represented [removed: 31%] [added: 32%] of total Apps Revenue for the twelve months ended December 31, [removed: 2023.][added: 2024.]

The following table shows our Monthly Active Payers and Average Revenue Per Monthly Active Payer for the years ended December 31, [added: 2024,] 2023, [removed: 2022] and [removed: 2021.][added: 2022:]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Monthly Active Payers (millions) | | | [removed: 1.8] [added: 1.6] | | | | | | [removed: 2.3] [added: 1.8] | | | | | | [removed: 3.0] [added: 2.3] | | |

| Average Revenue Per Monthly Active Payer | | | $ | [removed: 46] [added: 51] | | | | | $ | [removed: 43] [added: 46] | | | | | $ | 43 | |

We define Adjusted EBITDA for a particular period as net income (loss) before interest expense and loss on settlement of debt, other [removed: income (expense),] [added: income,] net (excluding certain recurring items), provision for (benefit from) income taxes, amortization, depreciation and write-offs and as further adjusted for stock-based compensation expense, acquisition-related expense and transaction bonus, publisher bonuses, MoPub acquisition transition services, restructuring costs, [removed: impairment and] loss [removed: in connection with the sale] [added: on disposal] of long-lived assets, [added: and] non-operating foreign exchange (gain) [removed: losses, and change in the fair value of contingent consideration.][added: losses.]

We use Adjusted EBITDA and Adjusted EBITDA margin in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of [added: our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance.]

The following table provides our Adjusted EBITDA and Adjusted EBITDA margin for [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] and a reconciliation of net income (loss) to Adjusted EBITDA:

| | | | (in thousands, except percentages) | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Net income (loss) | | | $ | [removed: 356,711] [added: 1,579,776] | | | | | $ | [removed: (192,947)] [added: 356,711] | | | | | $ | [removed: 35,338] [added: (192,947)] | |

| Interest expense and loss on settlement of debt | | | [removed: 275,665] [added: 318,260] | | | | | | [removed: 171,863] [added: 275,665] | | | | | | [removed: 103,170] [added: 171,863] | | |

Our scaled business model is intricately linked to the advertising ecosystem, providing a durable competitive advantage.

We generate revenue when our advertisers achieve their return on spend targets with our Advertising solutions, ensuring that their success directly fuels our growth.

Recent Developments

On February 12, 2025, we announced that we entered into a term sheet for the sale of our mobile gaming business to a privately held company (the “Acquirer”) for total consideration of $900.0 million (the “Term Sheet”).

The Term Sheet provides for the total consideration to consist of $400.0 million in shares of the Acquirer’s common equity and $500.0 million in cash, subject to customary purchase price adjustments.

The Term Sheet also provides that the Acquirer will borrow up to $250.0 million of the cash portion of the total consideration and that, if the Acquirer is unable to obtain such financing, we agree to provide financing in such amount to the Acquirer through the issuance of a promissory note.

The Term Sheet is non-binding, except with respect to an agreement by the parties to use commercially reasonable best efforts in good faith to negotiate and finalize definitive agreements for the proposed transaction, a prohibition on us from engaging in discussions or negotiations with any third party other than the Acquirer regarding the sale of our mobile gaming business for a specified period, and customary terms such as fees and expenses, governing law, and termination.

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spend.

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In addition, we plan to continue to invest in the AI-based, self-learning capabilities of our advertising recommendation engine, AXON.

Our investments will also allow us to enter into and expand into new verticals outside of gaming, such as e-commerce, CTV, original equipment manufacturer ("OEM"), and carrier-related markets.

In January 2024, Google commenced rolling out a Chrome feature, called Tracking Protection, which limits

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cross-site tracking.

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| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Provision for (benefit from) income taxes | | | (3,771) | | | | | | 23,859 | | | | | | (12,230) | | |

| Net income (loss) | | | $ | 1,579,776 | | | | | $ | 356,711 | | | | | $ | (192,947) | |

| | | | Year Ended December 31, | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | Year Ended December 31, | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

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| | | | Year Ended December 31, | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | |

For the twelve months ended December 31, 2024, our Advertising Revenue increased by $1.4 billion, or 75%, from the prior year period primarily due to improved AppDiscovery performance, where the volume of installations increased 50% and net revenue per installation increased 22% compared to the prior year period.

We do not recognize Advertising Revenue from transactions with our studios.

We do not recognize IAA Revenue from transactions with our studios.

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| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | |

Cost of revenue in 2024 increased by $107.6 million, or 10%, compared to 2023.

The increase in 2024 was primarily due to an increase in expenses associated with operating our network infrastructure driven by the growth in our Advertising operations of $141.4 million, partially offset by a decrease of $44.5 million in amortization and impairment of intangible assets resulting from the end of the useful life of certain intangible assets.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2023 to 2024 % change | | | | | | 2022 to 2023 % change | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | |

Sales and marketing expenses in 2024 increased by $18.5 million, or 2%, compared to 2023 due primarily to an increase of $10.3 million in depreciation and amortization driven by write-offs of certain intangible assets, an increase of $9.4 million increase in personnel-related expenses primarily related to an increase in stock-based compensation related payroll costs and an increase of $9.6 million in professional services costs associated with the marketing of apps by third parties.

This was partially offset by a decrease of $17.9 million in user acquisition costs.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2023 to 2024 % change | | | | | | 2022 to 2023 % change | | |

Our scaled business model sits at the nexus of the advertising ecosystem, which creates a durable competitive advantage that has fueled our clients’ success and our strong growth.

marketing and monetization of their content.

In February 2022, our board of directors authorized a share repurchase program to repurchase $750.0 million of our Class A common stock, which was increased by $296.0 million in May 2023, $447.6 million in August 2023, and $1.25 billion in February 2024.

As of December 31, 2023, we had repurchased $1,153.6 million of our class A common stock.

We will continuously evaluate efficient alternatives to using cash on hand to fund the program, including accessing the capital markets, subject to market conditions.

Prior to the second quarter of 2022, we had a single operating and reportable segment.

Software Platform Revenue

Some of our Apps do not utilize such third-party attribution partners, and therefore our MAPs figure for any period does not capture every user that completed an IAP on our Apps.

We estimate that our counted MAPs generated approximately 99% of our IAP Revenue during the year ended December 31, 2023, and as such, management believes that MAPs is still a useful metric to measure the engagement and monetization potential of our games.

our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance.

| Change in the fair value of contingent consideration | | | — | | | | | | — | | | | | | (230) | | |

2 The twelve months ended December 31, 2021 includes $2.3 million of bonus compensation settled in stock outside of the scope of ASC 718.

Our investments will also allow us to enter new mobile app sectors outside of gaming.

We have invested in targeted sales and account-based marketing efforts, including through Adjust’s sales and marketing teams, to identify and showcase opportunities to clients and plan to continue to do so in the future.

We recently increased our focus on markets outside the United States to serve the needs of clients globally.

We must continue to acquire new clients to grow our revenue, increase profitability, and drive greater cash flow.

We intend to continue to explore and enter into strategic partnerships to grow our business.

Current Economic Conditions

We are subject to risks and uncertainties caused by global economic conditions and events with significant macroeconomic impacts, including but not limited to, the COVID-19 pandemic, international conflicts in the Ukraine and Middle East, and actions taken to counter inflation.

Inflation, rising interest rates and reduced consumer confidence have caused and may continue to cause our clients to be cautious in their spending.

The full impact of these macroeconomic events and the extent to which these macro factors may impact our business, financial condition, and results of operations in the future remains uncertain.

The risks related to our business are further described in the section titled “Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K.

purchase advertising inventory from our diverse portfolio of Apps.

Third-party payment processing fees relate to IAP Revenue.

We also plan to continue to invest in new App launches to the extent we see opportunities for cost-effective growth.

For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | (in thousands, except percentages) | | | | | | | | | | | | | | | | | | | | | | | |

For the twelve months ended December 31, 2022, our Software Platform Revenue increased by $375.2 million, or 56%, from the prior year period primarily due to AppDiscovery where installations increased 24% and revenue per installation increased 46% compared to the prior year period, as well as our addition of Wurl during the year which contributed 9% of the Software Platform revenue increase, and continued growth in MAX and Adjust, partially offset by publisher bonuses of $209.6 million accounted for as a reduction to revenue in 2022.

in price per advertising impression, partially offset by a 7% increase in the volume of advertising impressions.

Cost of revenue in 2022 increased by $268.0 million, or 27%, compared to 2021.

The increase in 2022 was primarily due to an increase of $127.9 million in impairment and loss in connection with the sale of certain assets resulting from our strategic review of the Apps portfolio, an increase in expenses associated with operating our network infrastructure driven by the growth in our Software Platform operations of $126.1 million, and an increase of $82.1 million in depreciation and amortization driven primarily by current-year acquisition activities and the recognition of a full year amortization of intangible assets acquired in 2021, offset by an $88.4 million decrease in third-party payment processing fees as a result of the decline in IAP Revenue.

Sales and marketing expenses in 2022 decreased by $210.3 million, or 19%, compared to 2021 primarily due to a $317.8 million decrease in user acquisition costs, offset by a $57.1 million increase in personnel-related expense primarily due to an increase in stock-based compensation and an increase in headcount from acquisitions, and a $43.1 million increase in depreciation and amortization of user-related intangible assets.

The increase was primarily due to an increase of $12.7 million in acquisition-related costs, an increase of $3.1 million in professional services costs primarily associated with audit, tax, and legal support, and an increase of $3.0 million in bad debt expense.

This increase was primary due to an increase of $86.9 million in interest expense related to an increase in the term loan balance and increase in LIBOR during the period, partially offset by a loss on the settlement of term loans of $16.9 million during the prior year period.

Not meaningful

The increase was primarily due to an increase in interest income of $14.0 million.

In 2022, tax benefit was $12.2 million as compared to the tax provision of $11.0 million in 2021, a change of $23.2 million, or 211%.

The increase in tax benefit was driven by an increase of $52.7 million due to the tax impact on the pre-tax loss of $205.2 million in 2022 as compared to $46.3 million of pre-tax income in 2021, an increase of $14.7 million related to capital loss, an increase of $7.2 million due to higher foreign-derived intangible income deduction, and an increase of $5.1 million due to higher research and development credit, offset by a decrease of $30.1 million related to decrease in stock-based compensation benefit, a decrease of $15.7 million due to higher US-foreign rate differential, a decrease of $5.6 million due to higher foreign income inclusion and a decrease of $5.2 million due to higher valuation allowance.

As of December 31, [removed: 2023,] [added: 2024,] we had unrestricted cash and cash equivalents of [removed: $502.2] [added: $741.4] million.

If there is a change in foreign currency exchange rates, the translating adjustments resulting from the conversion of our foreign subsidiaries’ financial statements into U.S. dollars would result in a gain or loss recorded as a component of accumulated other comprehensive income (loss), which is part of stockholders’ [removed: equity (deficit).][added: equity.]

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The Senior Notes have fixed annual interest rates, and therefore we do not have economic interest rate exposure on these debt obligations.

However, the fair values of the Senior Notes are exposed to interest rate risk.

Generally, the fair values of the Senior Notes will increase as interest rates fall and decrease as interest rates rise.

Future borrowings under our 2024 Credit Agreement will bear interest, which varies based on the underlying index rates.

Because the interest rates applicable to borrowings under the 2024 Credit Agreement are variable, we are exposed to market risk from changes in the underlying index rates, which affect our cost of borrowing.

For additional information, see Note 9 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We are also exposed to fluctuations in our net income (loss) as a result of transaction gains or losses related to remeasuring monetary asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.

Accordingly, changes in exchange rates may negatively affect our future revenue and other results of operations as expressed in U.S. dollars.

At this time, we do not, but we may in the future, enter into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk.

Foreign currency transaction gains and losses were not material for the year ended December 31, 2024, 2023, or 2022.

As of December 31, 2023, we had a total outstanding debt of $3.2 billion, consisting of two term loans and a revolving credit loan.

Both the term loans and the revolving credit loan carry a floating rate and are recorded at amortized cost.

Therefore, fluctuations in interest rates will impact our consolidated financial statements.

A hypothetical 100 basis point increase or decrease in interest rates would increase or decrease the amount of interest paid in 2023 by approximately $32.0 million.

We historically entered, and in the future may enter, into interest rate swaps to manage interest rate risk on a portion, or all of our outstanding debt.

We cannot predict market fluctuations in interest rates and their impact on our debt, nor can there be any assurance that long-term fixed-rate debt will be available at favorable rates, if at all.

Consequently, future results may differ materially from estimated results due to adverse changes in interest rates.

[removed: Our software platform provides] [added: We provide] end-to-end [removed: software and] artificial intelligence-powered ("AI") [added: advertising] solutions for businesses to reach, monetize and grow their global audience [removed: ("Software Platform").][added: ("Advertising").]

AppLovin is critical to the success of advertisers [added: and publishers] seeking to solve marketing and monetization challenges.

Through our technologies and scaled distribution, advertisers are able to better place content so that it is discovered by the right audience, manage, optimize, and analyze their marketing investments, and improve the monetization of their [removed: content.][added: content, and publishers are able to better monetize their gaming apps.]

Our [removed: Software Platform includes] [added: Advertising solutions include] a comprehensive suite of tools including:

We generate our revenue from [removed: our Software Platform] [added: Advertising] and our Apps.

As more advertisers use our [removed: Software Platform] [added: Advertising solutions] to market and monetize their content, we gain access to more data regarding users and user engagement1, further strengthening our scaled distribution.

As our distribution grows, we gain better insights for our AXON recommendation engine, which then further enhances [added: the efficiency and effectiveness of] our [removed: Software Platform.][added: Advertising solutions.]

Our Apps consist of a globally diversified portfolio of over 200 free-to-play mobile games across five genres, run by [removed: eleven] [added: ten] studios, some of which we own and others that we partner with.

We report our operating results through two reportable segments: [removed: Software Platform] [added: Advertising] and Apps.

For the amount of revenue derived from our two segments and other relevant data for the years ended December 31, [added: 2024,] 2023, [removed: 2022] and [removed: 2021,] [added: 2022,] as well as other additional information, see Note 14 of our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Our comprehensive, end-to-end [removed: Software Platform delivers] [added: Advertising solutions deliver] value by helping companies scale their businesses and maximize their revenue.

Specifically, our [removed: Software Platform, which is powered by AXON, our AI-based recommendation engine, enables] [added: solutions enable] advertisers to automate their marketing, engagement, and monetization efforts in three core ways.

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[added: Second, we provide advertisers with monetization] and analytics technology to maximize the value of their advertising inventory [removed: by obtaining a high price for each impression.]

Third, we provide [removed: developers] [added: developers, who are often also advertisers,] a set of capabilities to optimize their apps and help streamline their businesses.

Our [removed: Software Platform] [added: Advertising solutions] also [removed: enables] [added: enable] publishers to leverage real-time auctions that optimize the value for each impression, while simultaneously enabling them to attain an attractive value for each of the impressions from their advertising inventory.

When these mutually reinforcing elements [removed: of our Software Platform] are combined, it creates a robust and successful marketing and monetization engine that both sells attractive advertising inventory to advertisers while monetizing it for publishers.

Our [removed: Software Platform is] [added: Advertising solutions are] delivered through an integrated and seamless user interface, which provides the following benefits to advertisers:

- Reach and attract users at scale: [removed: Our Software Platform reaches] [added: We provide advertisers with access to] approximately [removed: 1.4] [added: 1.6] billion [removed: users per day,] [added: daily active users2,] enabling developers to target and find the right users for their content worldwide.

- Maximize monetization of engagement: Advertisers use [removed: our Software Platform] [added: MAX] to generate incremental revenue by maximizing the monetization of their ad inventory.

- Automate time consuming and manual processes: Our [removed: Software Platform automates] [added: Advertising solutions automate] marketing and monetization, allowing advertisers to focus on improving their content rather than managing complex go-to-market processes manually.

- Seamlessly adapt to industry innovation: Our [removed: Software Platform] [added: technology] is [removed: continuously] [added: regularly] updated as the advertising ecosystem evolves.

Advertisers [removed: on our Software Platform] benefit from this ongoing advancement and optimization and are able to rapidly adapt to industry changes in marketing and monetization without losing focus on content creation.

Our [removed: Software Platform is] [added: Advertising solutions are] primarily made up of four key [removed: solutions:] [added: products:] AppDiscovery, MAX, Adjust, and Wurl.

[removed: ][added: ]

Revenue from AppDiscovery comprises a vast majority of [removed: revenue from] our [removed: Software Platform.][added: Advertising Revenue.]

MAX is our in-app bidding [removed: software] [added: solution] that optimizes the value of publishers' advertising inventory by running a single unbiased, real-time competitive auction, driving more competition and higher returns for publishers.

- ContentDiscovery: is an [added: AI-powered] advertising solution that grows audiences, increases engagement, and reduces churn for streaming platforms and apps.

- Global FAST Pass (GFP): is a distribution solution that makes it easy to launch Free Ad-supported [removed: Streaming TV channels.][added: CTV channels, monetize them instantly, and access data to grow and retain audiences.]

Today, our Apps consist of a globally diversified portfolio of over 200 free-to-play mobile games across five genres, run by [removed: eleven] [added: ten] studios located worldwide with a deep bench of talented developers.

Our studios have developed and published games across a number of genres including: casual, match-three, card/casino, [removed: midcore,] [added: mid-core,] and hyper-casual.

The studios operating our portfolio of Apps utilize our [removed: Software Platform] [added: Advertising solutions] to market, scale, and monetize our Apps.

- Existing market expansion: We continue to have an attractive market opportunity within our current mobile app segment, which we intend to address through the optimization of our [removed: Software Platform.][added: Advertising solutions.]

- Enhance and extend AI-based technologies: As we increase our scale and reach, [removed: we] [added: our customers] benefit from compounding improvements to AXON, our AI-powered advertising engine, which in turn improves the efficacy and growth of our [removed: Software Platform] [added: Advertising] solutions.

- New market expansion: We are confident our technology and expertise are applicable to other market segments and geographies we [removed: do] [added: have] not [removed: currently address,] [added: historically addressed,] including:

[removed: - Non-gaming] [added: ◦Non-gaming] mobile app segments and industries: One of our long-term objectives is to provide critical tools to mobile app developers across multiple verticals, including, for example, e-commerce and social media.

◦Other content industries: We believe our deep expertise and capabilities will allow us to successfully apply our solutions to tangential sectors, including with mobile OEMs and carriers through our Array product initiative, as well as the growing CTV industry through [removed: our 2022 acquisition of Wurl, LLC.][added: Wurl.]

We also work with the mobile app publisher community who leverage our mediation solution to monetize their [added: advertising] inventory.

Such advertising [removed: platform] companies vary in size and include [removed: players such as] Facebook, Google, Amazon, and Unity Software, as well as various private [removed: companies.][added: companies, several of which are also our partners and clients.]

The larger gaming companies in our gaming ecosystem include Activision Blizzard (Microsoft), Tencent, and Zynga (Take-Two [added: Interactive), as well as other public and private companies, many of which are also our partners and clients.]

Our scaled business model is intricately linked to the advertising ecosystem, providing a durable competitive advantage.

We generate revenue when our advertisers achieve their return on spend targets with our Advertising solutions, ensuring that their success directly fuels our growth.

- AppDiscovery, our user acquisition solution, is the cornerstone of our Advertising solutions.

AppLovin Advertising

by obtaining a high price for each impression.

Advertisers set return goals for their campaigns and AppDiscovery targets users to match those goals.

Return on advertising spend is measured based on third-party attribution, Advertisers are charged for advertising dynamically based on the revenue they receive from acquired users, rather than a simple fixed price per impression or per action (click or installation).

2 We calculate daily active users as the average number of unique device identities that open a mobile app (whether that mobile app our own or a third party’s) which has our software development kit (SDK) on each day in a period.

We measure this figure through our SDK.

An individual who uses an app in more than one country on a particular day will be counted as more than one unique device identity; however, if an individual uses more than one app in the same day, such individual is only counted once.

This figure does not include any users who have opted out of allowing apps to track on their mobile phone.

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- TVBits: is an AI-powered interactive, personalized, short-form CTV application that allows viewers to discover content and content companies and streamers the ability to increase viewership, engagement, and revenue.

- BrandDiscovery: is an AI-powered CTV advertising tool that identifies contextual segments based on genre, brand safety, and the emotion of each scene to help advertisers deliver the right ad at the right time.

On February 12, 2025, we announced that we had entered into a term sheet for the sale of our mobile gaming business to a privately held company for total consideration of $900.0 million, consisting of $400.0 million in shares of the acquirer’s common equity and $500.0 million in cash, subject to customary purchase price adjustments.

For additional information, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments".

We have made our Advertising solutions available to e-commerce advertisers, and while we are early in this market expansion, our e-commerce customers to date have experienced positive results, demonstrating the flexibility and future growth potential of our Advertising solutions.

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Seasonality

The revenue we generate from our Advertising solutions may experience seasonality in the fourth quarter of the year due in part to seasonal holiday demand.

As the breadth of advertisers using our Advertising solutions increases, the impact of this seasonality may become more pronounced over time.

The continued development of our AI-powered AXON advertising engine is critical to our future growth and competitive advantage.

Though we rely in part

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As of December 31, 2024, we owned seven patents related to our Advertising solutions and four related to our Apps business.

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experience to advertising ecosystem partners and clients.

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Our scaled business model sits at the nexus of the advertising ecosystem, which creates a durable competitive advantage that has fueled our clients’ success and our strong growth.

- AppDiscovery, our marketing software solution, is the cornerstone of our Software Platform, augmented by our rapidly growing MAX monetization solution.

AppLovin Software Platform

Second, we provide advertisers with monetization

Several of these platforms, including Facebook, Google, Amazon, and Unity Software, are also our partners and clients.

Interactive), as well as other public and private companies.

Many of these companies are also our partners and clients.

Our Values

Our AppLovin Values capture our company’s culture and guide our approach on how we build and grow our business with all stakeholders:

- Think Like an Entrepreneur

We take intelligent risks and embrace new challenges as a part of our DNA.

We empower our employees to try new things, question the status quo, and constantly innovate.

We accomplish this by optimizing resources, keeping our teams lean, agile, focused, and not slowing down progress with bureaucracy.

- Take Initiative, Ownership, and Make an Impact

We are proactive, voice ideas, and take action to drive ourselves, our teams, and our business toward continued success.

We are not an environment where work is handed to you, instead we trust your ability to take ownership and make an impact.

- Hire and Reward “Doers”

We hire, develop and reward “doers” who are highly motivated, passionate, and want to work in a collaborative and inclusive environment to take their own careers and our business to the next level.

We are not afraid to part ways with underperformers or those satisfied with the bare minimum and will enable them to follow their passions towards a better path.

- Move Fast

We move quickly and intentionally.

We test, iterate and optimize constantly, using data to drive decisions.

Together we discover new ways to move beyond accomplishing our objectives and surpassing expectations while maintaining our high standards.

Even as we move fast, we act with integrity and transparency.

We do not fear failure because we know that failure often breeds opportunity, and ultimately, success.

- Never Stop Learning

We are curious and seek to learn more than just what’s in our lanes.

Learning the latest technologies and what others are doing around us allows us to identify problems and build products to solve them.

It enables us to adapt, innovate, and thrive in a constantly evolving and competitive landscape.

We also continue to invest in new and existing Apps.

Finally, as of December 31, 2023, we owned the following patents related to the business: 28 issued U.S. patents and 1 U.S. patent application.

Our issued U.S. patents, and any patents that may issue from our pending applications, are scheduled to expire at dates ranging between 2033 and 2039, excluding any additional term for patent term adjustments or extensions.

We have acquired a number of patents through our acquisitions that are not critical to the combined business on a post-closing basis.

As such, we regularly review our patent portfolio, and have and expect to continue to abandon the prosecution of patents that are not critical to our operations.

Our culture and industry success further enable us to successfully hire and retain employees aligned with our mission.

We were named as an Honorary Cynopsis Top Women in Media, 2023; one of the Hottest Adtech Companies of 2021 by Business Insider; and a Certified Great Place to Work in 2021, 2022 and 2023.

The San Francisco Business Times and Silicon Valley Business Journal awarded us one of the Bay Area’s Best Places to Work in 2019, 2020, 2021 and 2022.

Inc. further recognized us as a Best Workplace 2022.

In recognition of our ongoing efforts to promote diversity, we earned a 2023 Q+ Workplace certification, affirming our dedication to creating an inclusive work environment for all employees.

Furthermore, we have been acknowledged by Great Place to Work for Best Workplaces for Parents and by Fortune Best Places to Work in Advertising and Marketing.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 [removed: U.S.C.7262(b))] [added: U.S.C. 7262(b))] by the registered public accounting firm that prepared or issued its audit report.

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant on June [removed: 30, 2023,] [added: 28, 2024,] the last business day of its most recently completed second fiscal quarter, was [removed: $5.9] [added: $23.7] billion based on the closing sales price of the registrant’s Class A common stock on that date.

As of February [removed: 22, 2024,] [added: 24, 2025,] the number of shares of the registrant's Class A common stock outstanding was [removed: 270,884,360] [added: 309,269,690] and the number of shares of the registrant's Class B common stock outstanding was [removed: 71,112,622.][added: 30,688,541.]

No shares of the registrant’s Class C common stock were outstanding as of February [removed: 22, 2024.][added: 24, 2025.]

Portions of the registrant’s Definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, [removed: 2023.][added: 2024.]

[removed: [Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)][added: [Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)]

| Item 1. | | | [removed: [Business](#i673f24c3f0fc462686814d5d9f892cb1_16)] [added: [Business](#i10046ac73f1640169a3eaf73885f6d16_16)] | | | [removed: [2](#i673f24c3f0fc462686814d5d9f892cb1_16)] [added: [2](#i10046ac73f1640169a3eaf73885f6d16_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i673f24c3f0fc462686814d5d9f892cb1_19)] [added: Factors](#i10046ac73f1640169a3eaf73885f6d16_19)] | | | [removed: [9](#i673f24c3f0fc462686814d5d9f892cb1_19)] [added: [9](#i10046ac73f1640169a3eaf73885f6d16_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i673f24c3f0fc462686814d5d9f892cb1_22)] [added: Comments](#i10046ac73f1640169a3eaf73885f6d16_22)] | | | [removed: [40](#i673f24c3f0fc462686814d5d9f892cb1_22)] [added: [40](#i10046ac73f1640169a3eaf73885f6d16_22)] | | |

| Item 2. | | | [removed: [Properties](#i673f24c3f0fc462686814d5d9f892cb1_25)] [added: [Properties](#i10046ac73f1640169a3eaf73885f6d16_28)] | | | [removed: [42](#i673f24c3f0fc462686814d5d9f892cb1_25)] [added: [41](#i10046ac73f1640169a3eaf73885f6d16_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i673f24c3f0fc462686814d5d9f892cb1_28)] [added: Proceedings](#i10046ac73f1640169a3eaf73885f6d16_31)] | | | [removed: [42](#i673f24c3f0fc462686814d5d9f892cb1_28)] [added: [41](#i10046ac73f1640169a3eaf73885f6d16_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i673f24c3f0fc462686814d5d9f892cb1_31)] [added: Disclosures](#i10046ac73f1640169a3eaf73885f6d16_34)] | | | [removed: [42](#i673f24c3f0fc462686814d5d9f892cb1_31)] [added: [41](#i10046ac73f1640169a3eaf73885f6d16_34)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i673f24c3f0fc462686814d5d9f892cb1_37)] [added: Securities](#i10046ac73f1640169a3eaf73885f6d16_40)] | | | [removed: [42](#i673f24c3f0fc462686814d5d9f892cb1_37)] [added: [41](#i10046ac73f1640169a3eaf73885f6d16_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i673f24c3f0fc462686814d5d9f892cb1_40)] [added: [\[Reserved\]](#i10046ac73f1640169a3eaf73885f6d16_43)] | | | [removed: [43](#i673f24c3f0fc462686814d5d9f892cb1_40)] [added: [43](#i10046ac73f1640169a3eaf73885f6d16_43)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i673f24c3f0fc462686814d5d9f892cb1_43)] [added: Operations](#i10046ac73f1640169a3eaf73885f6d16_46)] | | | [removed: [43](#i673f24c3f0fc462686814d5d9f892cb1_43)] [added: [43](#i10046ac73f1640169a3eaf73885f6d16_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i673f24c3f0fc462686814d5d9f892cb1_88)] [added: Risk](#i10046ac73f1640169a3eaf73885f6d16_91)] | | | [removed: [60](#i673f24c3f0fc462686814d5d9f892cb1_88)] [added: [56](#i10046ac73f1640169a3eaf73885f6d16_91)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i673f24c3f0fc462686814d5d9f892cb1_91)] [added: Data](#i10046ac73f1640169a3eaf73885f6d16_94)] | | | [removed: [61](#i673f24c3f0fc462686814d5d9f892cb1_91)] [added: [57](#i10046ac73f1640169a3eaf73885f6d16_94)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i673f24c3f0fc462686814d5d9f892cb1_172)] [added: Disclosure](#i10046ac73f1640169a3eaf73885f6d16_178)] | | | [removed: [105](#i673f24c3f0fc462686814d5d9f892cb1_172)] [added: [91](#i10046ac73f1640169a3eaf73885f6d16_178)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i673f24c3f0fc462686814d5d9f892cb1_175)] [added: Procedures](#i10046ac73f1640169a3eaf73885f6d16_181)] | | | [removed: [105](#i673f24c3f0fc462686814d5d9f892cb1_175)] [added: [91](#i10046ac73f1640169a3eaf73885f6d16_181)] | | |

| Item 9B. | | | [Other [removed: Information](#i673f24c3f0fc462686814d5d9f892cb1_178)] [added: Information](#i10046ac73f1640169a3eaf73885f6d16_184)] | | | [removed: [105](#i673f24c3f0fc462686814d5d9f892cb1_178)] [added: [91](#i10046ac73f1640169a3eaf73885f6d16_184)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i673f24c3f0fc462686814d5d9f892cb1_181)] [added: Inspections](#i10046ac73f1640169a3eaf73885f6d16_190)] | | | [removed: [106](#i673f24c3f0fc462686814d5d9f892cb1_181)] [added: [92](#i10046ac73f1640169a3eaf73885f6d16_190)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i673f24c3f0fc462686814d5d9f892cb1_187)] [added: Governance](#i10046ac73f1640169a3eaf73885f6d16_196)] | | | [removed: [107](#i673f24c3f0fc462686814d5d9f892cb1_187)] [added: [93](#i10046ac73f1640169a3eaf73885f6d16_196)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i673f24c3f0fc462686814d5d9f892cb1_190)] [added: Compensation](#i10046ac73f1640169a3eaf73885f6d16_199)] | | | [removed: [107](#i673f24c3f0fc462686814d5d9f892cb1_190)] [added: [93](#i10046ac73f1640169a3eaf73885f6d16_199)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owner and Management and Related Stockholder [removed: Matters](#i673f24c3f0fc462686814d5d9f892cb1_193)] [added: Matters](#i10046ac73f1640169a3eaf73885f6d16_202)] | | | [removed: [107](#i673f24c3f0fc462686814d5d9f892cb1_193)] [added: [93](#i10046ac73f1640169a3eaf73885f6d16_202)] | | |

| Item 13. | | | [Certain Relationship and Related Transactions, and Director [removed: Independence](#i673f24c3f0fc462686814d5d9f892cb1_196)] [added: Independence](#i10046ac73f1640169a3eaf73885f6d16_205)] | | | [removed: [107](#i673f24c3f0fc462686814d5d9f892cb1_196)] [added: [93](#i10046ac73f1640169a3eaf73885f6d16_205)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i673f24c3f0fc462686814d5d9f892cb1_199)] [added: Services](#i10046ac73f1640169a3eaf73885f6d16_208)] | | | [removed: [107](#i673f24c3f0fc462686814d5d9f892cb1_199)] [added: [93](#i10046ac73f1640169a3eaf73885f6d16_208)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#i673f24c3f0fc462686814d5d9f892cb1_205)] [added: Schedules](#i10046ac73f1640169a3eaf73885f6d16_214)] | | | [removed: [108](#i673f24c3f0fc462686814d5d9f892cb1_205)] [added: [94](#i10046ac73f1640169a3eaf73885f6d16_214)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i673f24c3f0fc462686814d5d9f892cb1_208)] [added: Summary](#i10046ac73f1640169a3eaf73885f6d16_217)] | | | [removed: [111](#i673f24c3f0fc462686814d5d9f892cb1_208)] [added: [96](#i10046ac73f1640169a3eaf73885f6d16_217)] | | |

- our ability to maintain the security and availability of our [removed: AppLovin Software Platform] [added: Advertising solutions] and [removed: AppLovin] Apps;

- our expectations regarding the effects of existing and developing laws and regulations, including with respect to [removed: taxation and privacy and] [added: taxation, privacy,] data [removed: protection;][added: protection and AI;]

- the demand for our [removed: AppLovin Software Platform] [added: Advertising solutions] and [removed: AppLovin Apps;][added: Apps business;]

- our ability to attract and retain clients and [removed: users;][added: users, including in new markets such as e-commerce;]

- our ability to develop new products, features, and enhancements for our [removed: AppLovin Software Platform] [added: Advertising solutions] and to launch or acquire new AppLovin Apps and successfully monetize them;

- our expectations regarding our share repurchase [removed: program;] [added: program, including future amounts available for repurchase;] and

| [Part I](#i10046ac73f1640169a3eaf73885f6d16_13) | | | | | | [2](#i10046ac73f1640169a3eaf73885f6d16_13) | | |

| Item 1C. | | | [Cybersecurity](#i10046ac73f1640169a3eaf73885f6d16_25) | | | [40](#i10046ac73f1640169a3eaf73885f6d16_22) | | |

| [Part II](#i10046ac73f1640169a3eaf73885f6d16_37) | | | | | | [41](#i10046ac73f1640169a3eaf73885f6d16_37) | | |

| [Part III](#i10046ac73f1640169a3eaf73885f6d16_193) | | | | | | [93](#i10046ac73f1640169a3eaf73885f6d16_193) | | |

| [Part IV](#i10046ac73f1640169a3eaf73885f6d16_211) | | | | | | [94](#i10046ac73f1640169a3eaf73885f6d16_211) | | |

| [Signatures](#i10046ac73f1640169a3eaf73885f6d16_220) | | | | | | [97](#i10046ac73f1640169a3eaf73885f6d16_220) | | |

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

- our proposed sale of our mobile gaming business;

- our ability to comply with evolving changes in the data protection, privacy and regulatory landscape applicable to our businesses;

- our ability to successfully expand our AI capabilities to support the further development of our Advertising solutions, including our advertising recommendation engine, AXON;

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

| [Part I](#i673f24c3f0fc462686814d5d9f892cb1_13) | | | | | | [2](#i673f24c3f0fc462686814d5d9f892cb1_13) | | |

| Item 1C. | | | [C](#i673f24c3f0fc462686814d5d9f892cb1_1099511628930)[yber](#i673f24c3f0fc462686814d5d9f892cb1_1099511628930)[se](#i673f24c3f0fc462686814d5d9f892cb1_1099511628930)[curity](#i673f24c3f0fc462686814d5d9f892cb1_1099511628930) | | | [40](#i673f24c3f0fc462686814d5d9f892cb1_22) | | |

| [Part II](#i673f24c3f0fc462686814d5d9f892cb1_34) | | | | | | [42](#i673f24c3f0fc462686814d5d9f892cb1_34) | | |

| [Part III](#i673f24c3f0fc462686814d5d9f892cb1_184) | | | | | | [107](#i673f24c3f0fc462686814d5d9f892cb1_184) | | |

| [Part IV](#i673f24c3f0fc462686814d5d9f892cb1_202) | | | | | | [108](#i673f24c3f0fc462686814d5d9f892cb1_202) | | |

| [Signatures](#i673f24c3f0fc462686814d5d9f892cb1_211) | | | | | | [112](#i673f24c3f0fc462686814d5d9f892cb1_211) | | |

We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on, or conducted through, our [added: information systems, that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.]

[removed: [Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)][added: [Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)]

Personnel at all levels and departments are made aware of our cybersecurity policies and educated about cybersecurity best practices through annual company-wide cybersecurity training, regular phishing [removed: simulations,] [added: simulations] and [added: cybersecurity reminders, and] role-based training, as appropriate.

To date, [added: we have not identified any risks from] cybersecurity threats, including as a result of any previous cybersecurity incidents, [added: that] have [removed: not] materially affected [added: or are reasonably likely to materially affect] our company, including our business strategy, results of operations, or financial condition.

For [removed: additional] information [removed: regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, are reasonably likely to materially affect our company in the future, including our business strategy, results of operations, or financial condition,] [added: about these risks,] see Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K, including the risk factor entitled “Security breaches, improper access to or disclosure of our data or user data, other hacking and phishing attacks on our systems, or other cyber incidents could harm our reputation and adversely affect our business.”

Our Head of Information Security and Compliance and [removed: the] [added: our] InfoSec [added: management] team are primarily responsible for assessing and managing our material risks from cybersecurity threats.

Our Head of Information Security and Compliance and [removed: the] [added: our] InfoSec [removed: Team,] [added: management team,] in partnership with our [removed: Legal Privacy Team,] [added: legal privacy team,] oversee our cybersecurity policies and processes, including those described in “Risk Management and Strategy” above.

Our Head of Information Security and Compliance and [removed: the] [added: our] InfoSec [removed: Team] [added: management team] are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents through their implementation and oversight of safeguards, including through the use of automated tools and manual processes, like security event monitoring, vulnerability scanning, threat analytics, security awareness and training, endpoint security, bug bounty program, offensive security testing, and third-party risk and monitoring.

Our cybersecurity risk management program is closely based upon recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and certain other applicable industry standards.

In 2024, we obtained our ISO/IEC27001 certification.

However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced cybersecurity incidents.

information systems, that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

However, [added: should] we [removed: intend] [added: need] to expand our facilities and add new [removed: facilities as we add employees and enter new geographic markets, and] [added: facilities,] we believe that suitable additional or alternative space will be available as needed to accommodate any such growth.

We also lease and license additional facilities in the United States and internationally, including in Beijing and Shanghai, China; Berlin and Frankfurt, Germany; and Singapore.

If we choose to expand our facilities or locations, we expect to incur additional expenses.

We also lease and license additional facilities in the United States in Palo Alto, San Francisco, Santa Monica, Los Angeles, California; Las Vegas, Nevada; Bellevue, Washington; New York, New York; and Richardson, Texas; and internationally in Toronto, Canada; Beijing, Hangzhou and Shanghai, China; Limassol, Cyprus; London, England; Paris, France; Berlin and Frankfurt, Germany; Jakarta, Indonesia; Herzliya, Israel; Tokyo, Japan; Seoul, South Korea; Singapore; Bangkok, Thailand; Izmir, Turkey; Haarlem, Netherlands; and Ho Chi Minh City, Vietnam.

We expect to incur additional expenses in connection with such new or expanded facilities.

As of December 31, [removed: 2023,] [added: 2024,] there were approximately [removed: 64] [added: 39] stockholders of record of our Class A common stock, [removed: 10] [added: 8] stockholders of records of our Class B common stock and no holders of record of our Class C common stock.

All shares of Class B common stock are beneficially held by Adam [removed: Foroughi,] [added: Foroughi and] Herald Chen, [removed: and KKR Denali Holdings L.P.,] collectively with certain affiliated trusts.

The graph below compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Standard & Poor's 500 Stock Index ("S&P 500") and the S&P 500 Information Technology Index ("S&P IT") through December 31, [removed: 2023.][added: 2024.]

[removed: [Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)][added: [Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)]

][added: Chart 2024.jpg](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/app-20241231_g2.jpg)]

During the three months ended December 31, [removed: 2023,] [added: 2024,] we issued [removed: RSUs covering 7,802] [added: 36,557] shares of our Class A common stock [added: upon the vesting of RSUs] under our 2021 Partner Studio Incentive Plan.

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

The following table summarizes the share repurchase activity for the three months ended December 31, 2024:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | Total Number of Shares Purchased (1) | | | Average Price Paid Per Share (2) | | | Total Number of Shares Purchased as Part of Publicly Announced Programs (1) | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1) | | |

| | | | (in thousands) | | | | | | (in thousands) | | | (in millions) | | |

| October 1 - 31 | | | — | | | $ | — | | — | | | $ | 2,272 | |

| November 1 - 30 | | | — | | | $ | — | | — | | | $ | 2,272 | |

| December 1 - 31 | | | — | | | $ | — | | — | | | $ | 2,272 | |

| Total | | | — | | | | | | — | | | | | |

(1) In February 2022, our board of directors authorized a repurchase program of up to $750.0 million of our Class A common stock.

In 2023, our board of directors authorized an increase to the repurchase program of $743.6 million.

In 2024, our board of directors authorized increases to the repurchase program of an aggregate amount of $3.3 billion.

Repurchases may be made from time to time through open market purchases or through privately negotiated transactions, subject to market conditions, applicable legal requirements and other relevant factors.

Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18.

We may also, from time to time, enter into Rule 10b-5 trading plans to facilitate repurchases of shares.

The repurchase program does not obligate us to acquire any particular amount of our Class A common stock, has no expiration date and may be modified, suspended, or terminated at any time at our discretion.

See Note 10 - Equity of the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information related to share repurchases.

(2) Average price paid per share includes commissions and fees associated with the repurchases under our repurchase program.

During the three months ended December 31, 2023, we issued 61,136 shares of our Class A common stock upon the vesting of RSUs under our 2021 Partner Studio Incentive Plan.

None.

| [Reports of Independent Registered Public Accounting [removed: Firm](#i673f24c3f0fc462686814d5d9f892cb1_97)] [added: Firm](#i10046ac73f1640169a3eaf73885f6d16_100)] (PCAOB ID No. 34) | | | [removed: [62](#i673f24c3f0fc462686814d5d9f892cb1_97)] [added: [58](#i10046ac73f1640169a3eaf73885f6d16_100)] | | |

| [Consolidated Balance [removed: Sheets](#i673f24c3f0fc462686814d5d9f892cb1_100)] [added: Sheets](#i10046ac73f1640169a3eaf73885f6d16_103)] | | | [removed: [65](#i673f24c3f0fc462686814d5d9f892cb1_100)] [added: [61](#i10046ac73f1640169a3eaf73885f6d16_103)] | | |

| [Consolidated Statements of [removed: Operations](#i673f24c3f0fc462686814d5d9f892cb1_103)] [added: Operations](#i10046ac73f1640169a3eaf73885f6d16_106)] | | | [removed: [66](#i673f24c3f0fc462686814d5d9f892cb1_103)] [added: [62](#i10046ac73f1640169a3eaf73885f6d16_106)] | | |

| [Consolidated Statements of [removed: Comprehensive](#i673f24c3f0fc462686814d5d9f892cb1_106) [Income (](#i673f24c3f0fc462686814d5d9f892cb1_106)[L](#i673f24c3f0fc462686814d5d9f892cb1_106)oss)] [added: Comprehensive Income (L](#i10046ac73f1640169a3eaf73885f6d16_109)oss)] | | | [removed: [67](#i673f24c3f0fc462686814d5d9f892cb1_106)] [added: [63](#i10046ac73f1640169a3eaf73885f6d16_109)] | | |

[removed: | [Consolidated] [added: Consolidated] Statements of Redeemable Noncontrolling Interest and Stockholders’ [removed: Equity (Deficit](#i673f24c3f0fc462686814d5d9f892cb1_109)) | | | [68](#i673f24c3f0fc462686814d5d9f892cb1_109) | | |][added: Equity]

| [Consolidated Statements of Cash [removed: Flows](#i673f24c3f0fc462686814d5d9f892cb1_112)] [added: Flows](#i10046ac73f1640169a3eaf73885f6d16_115)] | | | [removed: [71](#i673f24c3f0fc462686814d5d9f892cb1_112)] [added: [65](#i10046ac73f1640169a3eaf73885f6d16_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i673f24c3f0fc462686814d5d9f892cb1_115)] [added: Statements](#i10046ac73f1640169a3eaf73885f6d16_118)] | | | [removed: [73](#i673f24c3f0fc462686814d5d9f892cb1_115)] [added: [67](#i10046ac73f1640169a3eaf73885f6d16_118)] | | |

[removed: [Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)][added: [Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)]

We have audited the accompanying consolidated balance sheets of AppLovin Corporation and subsidiaries (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income (loss), redeemable noncontrolling interest and [removed: stockholders’ equity (deficit),] [added: stockholders' equity,] and cash flows, for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 26, 2024,] [added: 27, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the [removed: U.S.] [added: US] federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

The critical audit matter communicated below is a matter arising from the [removed: current-period] [added: current‐period] audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Performance-based Restricted Stock Units - Refer to Note [added: 2 and Note] 11 to the financial statements

In [removed: March 2023,] [added: November 2024,] the Company granted performance-based restricted stock units (“PSUs”) which are eligible to vest based on the achievement of certain stock price targets and the satisfaction of service conditions.

The grant date fair value of the PSUs is [removed: $124.3] [added: $36.1] million.

The Monte Carlo simulation model utilized the stock price [removed: of the Company at the beginning of the grant date,] [added: on] the [removed: expected price volatility] [added: date] of [removed: the Company,] [added: grant,] expected [removed: term,] [added: volatility,] risk-free [added: interest] rate, [added: discount for lack of marketability] and dividend yield to calculate the grant date fair value.

Given the level of [removed: judgement] [added: judgment] involved by management, which included the use of a specialist to determine the grant date fair value of the [removed: PSUs,] [added: PSUs and the derived service period,] our audit procedures required a high degree of auditor [removed: judgement] [added: judgment] and increased extent of effort, including the need to involve our fair value specialists.

[removed: - We] [added: ◦We] tested the design and operating effectiveness of the Company’s internal controls over the determination of the grant date fair value of the PSUs.

[removed: - We] [added: ◦We] inquired of management the key valuation assumptions and the Monte Carlo simulation model methodology used in the determination of the grant date fair value of the PSUs.

[removed: - We] [added: ◦We] tested the accuracy of the data used in measuring the awards by agreeing the underlying inputs, such as the grant date, [removed: performance period,] and the stock price, among others, back to source documents, such as [removed: compensation committee minutes or the PSU] [added: grant] agreements.

[removed: - We] [added: ◦We] evaluated the qualifications of the Company's specialists by assessing their certifications and determining whether they meet the qualifications necessary to perform independent PSU valuations.

[removed: - With] [added: ◦With] the assistance of our fair value specialists, we evaluated management’s valuation of the PSUs by:

[removed: ◦Evaluating] [added: I.Evaluating] the Monte Carlo simulation model methodology and the reasonableness of the valuation assumptions, including the stock price [removed: of the Company at the beginning of the grant date,] [added: on] the [removed: expected price volatility] [added: date] of [removed: the Company,] [added: grant,] expected [removed: term,] [added: volatility,] risk-free [added: interest] rate, [added: discount for lack of marketability,] and dividend yield.

[removed: ◦Independently] [added: II.Independently] developing the Monte Carlo simulation model and independently calculating valuation inputs.

We have served as the Company's auditor since [removed: 2014.][added: 2015.]

We have audited the internal control over financial reporting of AppLovin Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2023,] [added: 2024,] of the Company and our report dated February [removed: 26, 2024,] [added: 27, 2025,] expressed an unqualified opinion on those financial statements.

| | | | [removed: December 31, 2023] [added: 2024] | | | | | | [removed: December 31, 2022] [added: 2023] | | | [added: | | | 2022 | | |]

| Cash and cash equivalents [added: at end of the period] | | | $ | [added: 741,411 | | | | | $ |] 502,152 | | | | | $ | 1,080,484 | |

| Accounts receivable, net | | | [removed: 953,810] [added: 1,414,246] | | | | | | [removed: 702,814] [added: 953,810] | | |

| Prepaid expenses and other current assets | | | [removed: 160,201] [added: 156,533] | | | | | | [removed: 155,785] [added: 160,201] | | |

| Total current assets | | | [removed: 1,616,163] [added: 2,312,190] | | | | | | [removed: 1,939,083] [added: 1,616,163] | | |

| Property and equipment, net | | | [removed: 173,331] [added: 160,530] | | | | | | [removed: 78,543] [added: 173,331] | | |

| Operating lease right-of-use assets | | | [removed: 48,210] [added: 38,069] | | | | | | [removed: 60,379] [added: 48,210] | | |

| Goodwill | | | [removed: 1,842,850] [added: 1,803,426] | | | | | | [removed: 1,823,755] [added: 1,842,850] | | |

| Intangible assets, net | | | [removed: 1,292,635] [added: 896,677] | | | | | | [removed: 1,677,660] [added: 1,292,635] | | |

| Other assets | | | [removed: 385,998] [added: 658,367] | | | | | | [removed: 268,426] [added: 385,998] | | |

| Total assets | | | $ | [removed: 5,359,187] [added: 5,869,259] | | | | | $ | [removed: 5,847,846] [added: 5,359,187] | |

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

◦We performed risk assessment procedures over the valuation assumptions and performed a sensitivity analysis to understand the impacts of the valuation assumptions used.

February 27, 2025

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

February 27, 2025

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

| Cash and cash equivalents | | | $ | 741,411 | | | | | $ | 502,152 | |

| Accrued and other current liabilities | | | 409,392 | | | | | | 265,256 | | |

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Shares withheld related to net share settlement of equity awards | | | — | | | | | | | | | (9,585,212) | | | | | | — | | | | | | (1,152,131) | | | | | | — | | | | | | — | | | | | | (1,152,131) | | |

| Repurchase of Class A common stock | | | — | | | | | | | | | (16,081,408) | | | | | | — | | | | | | (813,714) | | | | | | — | | | | | | (167,583) | | | | | | (981,297) | | |

| Stock-based compensation | | | — | | | | | | | | | — | | | | | | — | | | | | | 369,367 | | | | | | — | | | | | | — | | | | | | 369,367 | | |

| Net income | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,579,776 | | | | | | 1,579,776 | | |

| Balances as of December 31, 2024 | | | $ | — | | | | | | | | 340,041,739 | | | | | | $ | 11 | | | | | $ | 593,699 | | | | | $ | (103,096) | | | | | $ | 599,204 | | | | | $ | 1,089,818 | |

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

| Net income (loss) | | | $ | 1,579,776 | | | | | $ | 356,711 | | | | | $ | (192,947) | |

| Loss on settlement of debt | | | 28,375 | | | | | | 4,337 | | | | | | — | | |

| Other | | | 2,557 | | | | | | 1,863 | | | | | | 1,786 | | |

| Purchase of non-marketable equity securities | | | (76,983) | | | | | | (17,934) | | | | | | (66,342) | | |

| Proceeds from issuance of common stock upon exercise of stock options and purchase of ESPP shares | | | 41,798 | | | | | | 25,788 | | | | | | 31,018 | | |

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

| Accrued withholding taxes related to net share settlement of restricted stock units | | | $ | 8,606 | | | | | $ | — | | | | | $ | — | |

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

The Company reports financial results under two segments: Advertising and Apps.

Concurrent with this Form 10-K filing, the Company renamed the segment formerly known as Software Platform to Advertising.

The segment name change did not result in any change to the composition of the Company's segments and therefore did not result in any change to historical results.

See Note 14 - Segments and Geographic Information.

Certain prior period amounts reported in the Company's consolidated financial statements and notes thereto have been reclassified to conform to current period presentation.

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

stipulate payment terms of 30 days subsequent to the end of the month.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Advertising Revenue | | | $ | 3,224,058 | | | | | $ | 1,841,762 | | | | | $ | 1,049,167 | |

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Total Revenue | | | $ | 4,709,248 | | | | | $ | 3,283,087 | | | | | $ | 2,817,058 | |

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

APPLOVIN CORPORATION

| | | | | | |

| --- | --- | --- | --- | --- | --- |

- We performed risk assessment procedures over the grant date fair value to understand their overall sensitivity.

February 26, 2024

| Accrued and other current liabilities | | | 252,202 | | | | | | 147,801 | | |

| Licensed asset obligation | | | 13,054 | | | | | | 15,254 | | |

| Deferred acquisition costs, current | | | — | | | | | | 31,045 | | |

| Operating lease liabilities, non-current | | | 42,905 | | | | | | 54,153 | | |

| Licensed asset obligation, non-current | | | — | | | | | | 26,970 | | |

| Redeemable noncontrolling interest | | | — | | | | | | — | | |

*See Accompanying Notes to Consolidated Financial Statements.*

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

(In thousands, except share data)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Issuance of Class A common stock under employee stock purchase plan | | | — | | | | | | | | | — | | | | | | — | | | | | | 375,051 | | | | | | — | | | | | | 4,856 | | | | | | — | | | | | | — | | | | | | 4,856 | | |

| | | | Redeemable Noncontrolling Interest | | | | | | | | | Convertible Preferred Stock | | | | | | | | | | | | Class A, Class B, and Class F Common Stock | | | | | | | | | | | | Additional Paid-In Capital | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | Accumulated Deficit | | | | | | Total Stockholders' Equity | | |

| Issuance of Class A common stock under employee stock purchase plan | | | — | | | | | | | | | — | | | | | | — | | | | | | 267,028 | | | | | | — | | | | | | 5,530 | | | | | | — | | | | | | — | | | | | | 5,530 | | |

| Balance as of December 31, 2022 | | | $ | — | | | | | | | | — | | | | | | $ | — | | | | | 373,873,683 | | | | | | $ | 11 | | | | | $ | 3,155,748 | | | | | $ | (83,382) | | | | | $ | (1,169,700) | | | | | $ | 1,902,677 | |

| | | | Redeemable Noncontrolling Interest | | | | | | | | | Convertible Preferred Stock | | | | | | | | | | | | Class A, Class B, and Class F Common Stock | | | | | | | | | | | | Additional Paid-In Capital | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | Accumulated Deficit | | | | | | Total Stockholders' Equity (Deficit) | | |

| Balance as of December 31, 2020 | | | $ | 309 | | | | | | | | 109,090,908 | | | | | | $ | 399,589 | | | | | 226,364,401 | | | | | | $ | 7 | | | | | $ | 453,655 | | | | | $ | 604 | | | | | $ | (1,012,400) | | | | | $ | (158,545) | |

| Repurchase of common stock | | | — | | | | | | | | | — | | | | | | — | | | | | | (604,509) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Exercise of warrant, net of shares withheld | | | — | | | | | | | | | — | | | | | | — | | | | | | 6,229,081 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Conversion of convertible securities to Class A common stock | | | — | | | | | | | | | — | | | | | | — | | | | | | 7,050,049 | | | | | | — | | | | | | 392,170 | | | | | | — | | | | | | — | | | | | | 392,170 | | |

| Issuance of Class A common stock | | | — | | | | | | | | | — | | | | | | — | | | | | | 90,830 | | | | | | — | | | | | | 2,503 | | | | | | — | | | | | | — | | | | | | 2,503 | | |

| Issuance of Class A common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions | | | | | | | | | | | | — | | | | | | — | | | | | | 22,500,000 | | | | | | 1 | | | | | | 1,747,970 | | | | | | — | | | | | | — | | | | | | 1,747,971 | | |

| Conversion of preferred stock to common stock in connection with initial public offering | | | — | | | | | | | | | (109,090,908) | | | | | | (399,589) | | | | | | 109,090,908 | | | | | | 3 | | | | | | 399,586 | | | | | | — | | | | | | — | | | | | | — | | |

| Net income | | | (108) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35,446 | | | | | | 35,446 | | |

| Balance as of December 31, 2021 | | | $ | 201 | | | | | | | | — | | | | | | $ | — | | | | | 375,089,360 | | | | | | $ | 11 | | | | | $ | 3,160,487 | | | | | $ | (45,454) | | | | | $ | (976,954) | | | | | $ | 2,138,090 | |

| Other | | | 6,200 | | | | | | 1,786 | | | | | | 7,431 | | |

| Purchase of investments and other | | | (17,934) | | | | | | (66,342) | | | | | | (15,000) | | |

| Proceeds from exercise of stock options | | | 20,932 | | | | | | 25,487 | | | | | | 31,156 | | |

| Proceeds from the issuance of common stock through ESPP | | | 4,856 | | | | | | 5,531 | | | | | | 2,877 | | |

| Proceeds from issuance of common stock in initial public offering, net of issuance costs as adjusted for cost reimbursement | | | — | | | | | | — | | | | | | 1,745,228 | | |

| Payments of related party notes | | | — | | | | | | — | | | | | | (11,655) | | |

| Cash, cash equivalents and restricted cash equivalents at end of the period | | | $ | 502,152 | | | | | $ | 1,080,484 | | | | | $ | 2,570,504 | |

*See Accompanying Notes to Consolidated Financial Statements*

| Conversion of convertible securities to Class A common stock | | | $ | — | | | | | $ | — | | | | | $ | 392,170 | |

Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, [removed: 2023.][added: 2024.]

Our management, [removed: under] [added: with] the [added: participation and] supervision of our principal executive officer and our principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) and 15d-15(d) of the Exchange Act during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: [Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)][added: [Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)]

[removed: b.*Securities] [added: *Securities] Trading Plans of Directors and Executive Officers*

On December [removed: 8, 2023, Katie Jansen,] [added: 6, 2024, Victoria Valenzuela,] our Chief [removed: Marketing] [added: Legal] Officer, entered into a Rule 10b5-1 trading plan providing for the potential sale of the net shares (after withholding taxes) of our Class A common stock issuable upon vesting and settlement of [removed: 110,321] [added: 57,207] RSUs granted to Ms. [removed: Jansen] [added: Valenzuela] prior to the adoption of the trading plan.

The trading plan is scheduled to be effective until November [removed: 30, 2024,] [added: 25, 2025,] or earlier if all transactions under the trading plan are completed.

On November [removed: 2, 2023, Basil Shikin,] [added: 20, 2024, Alyssa Harvey Dawson, a member of] our [removed: Chief Technology Officer,] [added: Board,] terminated a Rule 10b5-1 trading plan, which was previously adopted on March 14, [removed: 2023] [added: 2024] and intended to satisfy the affirmative defense in Rule 10b5-1(c).

[removed: The terminated] [added: On December 6, 2024, Matthew Stumpf, our Chief Financial Officer, entered into a Rule 10b5-1] trading plan [removed: provided] [added: providing] for the potential sale of [removed: up to an aggregate of 120,000] [added: the net] shares [added: (after withholding taxes)] of our Class A common stock issuable upon [removed: the] vesting and settlement of [added: 56,058] RSUs granted to Mr. [removed: Shikin.][added: Stumpf prior to the adoption of the trading plan.]

The [removed: terminated] trading plan [removed: was] [added: is] scheduled to be effective [removed: from June 13, 2023] until [removed: February 23, 2024,] [added: December 5, 2025,] or earlier if all transactions under the trading plan [removed: were] [added: are] completed.

[removed: On December 14, 2023, Mr. Chen, modified the Chen Plan, which originally] [added: The terminated trading plan] provided for the potential sale of up to an aggregate of [removed: 1,200,000] [added: 8,871] shares of our Class A common stock held by [removed: Mr. Chen] [added: Ms. Harvey Dawson] and was scheduled to be effective [removed: from January 1, 2024] until [removed: December] [added: May] 31, 2025, or earlier if all transactions under the trading plan were completed.

The [removed: modified] trading plan is intended to satisfy the affirmative defense in Rule 10b5-1(c).

No other directors or [removed: officers] [added: officers, as defined in Rule 16a-1(f),] adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.

On December 9, 2024, Vasily Shikin, our Chief Technology Officer, entered into a Rule 10b5-1 trading plan providing for the potential sale of up to 120,000 shares of our Class A Common Stock held by Mr. Shikin and up to 210,000 shares of our Class A common stock from certain affiliated trusts.

The trading plan is scheduled to be effective until November 25, 2025, or earlier if all transactions under the trading plan are completed.

The trading plan is intended to satisfy the affirmative defense in Rule 10b5-1(c).

a.*Appointment of Barbara Messing to the Board of Directors*

On February 23, 2024, the Board of Directors of the Company appointed Barbara Messing to the Board of Directors, effective March 1, 2024.

In addition, Ms. Messing was appointed as a member of the Nominating and Corporate Governance Committee of the Board of Directors, effective March 1, 2024.

Ms. Messing, 52, most recently served as Chief Marketing & Communications Officer of Roblox, an immersive platform for connection and communication, from August 2020 to December 2023.

From August 2018 to August 2019, Ms. Messing served as Senior Vice President, Chief Marketing Officer of Walmart US.

Between February 2011 and April 2018, Ms. Messing served as Vice President and Chief Marketing Officer, and later Senior Vice President and Chief Marketing Officer, for TripAdvisor, Inc., an online travel company.

Between April 2002 and February 2011, she served in a number of management positions at Hotwire.com, an Internet-based travel agency, including Vice President of Customer Experience and Vice President and General Manager, Travel Ticker.

Ms. Messing currently serves on the board of Vacasa, a publicly traded company with a leading platform for vacation rental management.

She previously served on the board of directors of Overstock.com, Inc., a publicly traded internet retailer, and the board of directors of publicly traded XO Group, Inc., which merged with WeddingWire in December 2018.

Ms. Messing received her B.A. from Northwestern University and her J.D. from Stanford Law School.

There are no arrangements or understandings between Ms. Messing, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Ms. Messing was selected as a director.

There are no related party transactions between the Company and Ms. Messing (or any of her immediate family members) requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Messing does not have any family relationships with any of the Company’s directors or executive officers.

Ms. Messing will receive the standard compensation available to the Company’s non-employee directors pursuant to the Company’s outside director compensation policy, which has been filed as Exhibit 10.7 to this Annual Report on Form 10-K.

In addition, the Company will enter into its standard form of indemnification agreement with Ms. Messing.

In our Quarterly Report on Form 10-Q for the period ending September 30, 2023, we reported that Herald Chen, our then President, Chief Financial Officer and a member of our board of directors, terminated a Rule 10b5-1 trading plan, which he previously adopted on June 14, 2023, that was intended to satisfy the affirmative defense in Rule 10b5-1(c) (the "Chen Plan").

However, the Chen Plan was not terminated during that reporting period.

Under the terms of the modification, which did not change the aggregate number of shares subject to potential sale under the plan, the earliest trading date was changed from January 1, 2024 to March 13, 2024 and the end date remains December 31, 2025.

As of this Annual Report, Mr. Chen has not sold any shares of our Class A common stock under the original Chen Plan or modified Chen Plan.

[removed: [Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)][added: [Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)]

The information required by this item is incorporated by reference to the definitive proxy statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which will be filed with the SEC, no later than 120 days after December 31, [removed: 2023] [added: 2024] (the “Proxy Statement”).

[removed: [Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)][added: [Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)]

[removed: [Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)][added: [Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)]

| 10.5+ | | | [AppLovin Corporation 2021 Employee Stock Purchase Plan and related form [removed: agreements.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521089656/d73804dex105.htm)] [added: agreements.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000055/exhibit1012024063010q.htm)] | | | [removed: S-1/A] [added: 10-Q] | | | | | | [removed: 333-253800] [added: 001-40325] | | | | | | [removed: 10.5] [added: 10.1] | | | | | | [removed: March 22, 2021] [added: August 7, 2024] | | |

| 10.7+ | | | [AppLovin Corporation Outside Director Compensation [removed: Policy](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit1072023123110k.htm)[, am](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit1072023123110k.htm)[ended June](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit1072023123110k.htm) [30, 2023](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit1072023123110k.htm)[.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit1072023123110k.htm)] [added: Policy, amended](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/exhibit1072024123110k.htm) [February](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/exhibit1072024123110k.htm) [](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/exhibit1072024123110k.htm)[10](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/exhibit1072024123110k.htm)[, 2025](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/exhibit1072024123110k.htm)[.](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/exhibit1072024123110k.htm)] | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.11] [added: 10.11+] | | | [removed: [Credit Agreement, by and] [added: [Equity Exchange Agreement] between the [removed: registrant, the lenders from time to time thereto and Bank of America, N.A., as administrative agent] [added: registrant] and [removed: collateral agent,] [added: Herald Chen,] dated [removed: August 15, 2018.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521065782/d73804dex109.htm)] [added: March 16, 2021.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521089656/d73804dex1018.htm)] | | | [removed: S-1] [added: S-1/A] | | | | | | 333-253800 | | | | | | [removed: 10.9] [added: 10.18] | | | | | | March [removed: 2,] [added: 22,] 2021 | | |

| [removed: 10.17] [added: 10.14] | | | [removed: [Amendment No. 6 to Credit] [added: [Credit] Agreement, [added: dated as of December 5, 2024,] by and between [removed: the registrant, the lenders from time to time there to and Bank of America,] [added: AppLovin Corporation, JPMorgan Chase Bank,] N.A., as administrative [removed: agent and collateral] agent, [removed: dated October 25, 2021.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521313339/d234175dex101.htm)] [added: and the lenders party thereto.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1751008/000119312524271603/d896321d8k.htm)] | | | 8-K | | | | | | 001-40325 | | | | | | [removed: 10.1] [added: 4.1] | | | | | | [removed: October 29, 2021] [added: December 5, 2024] | | |

| [removed: 10.23] [added: 10.12+] | | | [removed: [F](https://www.sec.gov/Archives/edgar/data/1751008/000119312523069044/d470139dex101.htm)[orm] [added: [Form] of Performance-Based Restricted Stock [removed: Unit](https://www.sec.gov/Archives/edgar/data/1751008/000119312523069044/d470139dex101.htm) [Agreement.](https://www.sec.gov/Archives/edgar/data/1751008/000119312523069044/d470139dex101.htm)] [added: Unit Agreement.](https://www.sec.gov/Archives/edgar/data/1751008/000119312523069044/d470139dex101.htm)] | | | 8-K | | | | | | 001-40325 | | | | | | 10.1 | | | | | | March 13, 2023 | | |

| [removed: 10.26+] [added: 10.13+] | | | [Consulting Services Agreement between the registrant and Herald Chen, dated [removed: December](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit10262023123110k.htm) [29](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit10262023123110k.htm)[,] [added: December 29,] 2023.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit10262023123110k.htm) | | | [added: 10-K] | | | | | | [added: 001-40325] | | | | | | [added: 10.26] | | | | | | [added: February 26, 2024] | | |

| 21.1 | | | [List of subsidiaries of the [removed: registrant.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit2112023123110k.htm)] [added: registrant.](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/exhibit2112024123110k.htm)] | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | [Consent of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit2312023123110k.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/exhibit2312024123110k.htm)] | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | [Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit3112023123110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/exhibit3112024123110k.htm)] | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | [Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit3122023123110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/exhibit3122024123110k.htm)] | | | | | | | | | | | | | | | | | | | | | | | |

| 32.1† | | | [Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit3212023123110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/exhibit3212024123110k.htm)] | | | | | | | | | | | | | | | | | | | | | | | |

| 97.1 | | | [removed: [C](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit9712023123110k.htm)[ompensation] [added: [Compensation] Recovery Policy.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit9712023123110k.htm) | | | [added: 10-K] | | | | | | [added: 001-40325] | | | | | | [added: 97.1] | | | | | | [added: February 26, 2024] | | |

| 101 | | | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit), (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | | | | | | | | | | | | | | | | | | | | | | | |

| 4.5 | | | [Indenture, dated December 5, 2024, by and between AppLovin Corporation and Wilmington Trust, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1751008/000119312524271603/d896321dex41.htm) | | | 8-K | | | | | | 001-40325 | | | | | | 4.1 | | | | | | December 5, 2024 | | |

| 4.6 | | | [First Supplemental Indenture, dated as of December 5, 2024, by and between AppLovin Corporation and Wilmington Trust, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1751008/000119312524271603/d896321dex42.htm) | | | 8-K | | | | | | 001-40325 | | | | | | 4.2 | | | | | | December 5, 2024 | | |

| 4.7 | | | [Form of Global Note for 5.125% Senior Notes due 2029 (included as Exhibit A to 4.6).](https://www.sec.gov/Archives/edgar/data/1751008/000119312524271603/d896321dex42.htm#ex_a) | | | 8-K | | | | | | 001-40325 | | | | | | 4.3 | | | | | | December 5, 2024 | | |

| 4.8 | | | [Form of Global Note for 5.375% Senior Notes due 2031 (included as Exhibit B to 4.6).](https://www.sec.gov/Archives/edgar/data/1751008/000119312524271603/d896321dex42.htm#ex_b) | | | 8-K | | | | | | 001-40325 | | | | | | 4.4 | | | | | | December 5, 2024 | | |

| 4.9 | | | [Form of Global Note for 5.500% Senior Notes due 2034 (included as Exhibit C to 4.6).](https://www.sec.gov/Archives/edgar/data/1751008/000119312524271603/d896321dex42.htm#ex_c) | | | 8-K | | | | | | 001-40325 | | | | | | 4.5 | | | | | | December 5, 2024 | | |

| 4.10 | | | [Form of Global Note for 5.950% Senior Notes due 2054 (included as Exhibit D to 4.6).](https://www.sec.gov/Archives/edgar/data/1751008/000119312524271603/d896321dex42.htm#ex_d) | | | 8-K | | | | | | 001-40325 | | | | | | 4.6 | | | | | | December 5, 2024 | | |

| 19.1 | | | [I](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/exhibit1912024123110k.htm)[nsider Trading Policy.](https://www.sec.gov/Archives/edgar/data/1751008/000175100825000018/exhibit1912024123110k.htm) | | | | | | | | | | | | | | | | | | | | | | | |

[Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)

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| 2.2# | | | [Amended and Restated Share Purchase Agreement, by and among the registrant, AppLovin Active Holdings, LLC, adjust GmbH, the shareholders of adjust GmbH, and Spree Eternity GmbH, dated as of March 12, 2021, as amended on March 30, 2021.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521108111/d73804dex22.htm) | | | S-1/A | | | | | | 333-253800 | | | | | | 2.2 | | | | | | April 7, 2021 | | |

| 10.12 | | | [Amendment No. 1 to Credit Agreement, by and between the registrant, the lenders from time to time thereto and Bank of America, N.A., as administrative agent and collateral agent, dated April 23, 2019.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521065782/d73804dex1010.htm) | | | S-1 | | | | | | 333-253800 | | | | | | 10.10 | | | | | | March 2, 2021 | | |

| 10.13 | | | [Amendment No. 2 to Credit Agreement, by and between the registrant, the lenders from time to time thereto and Bank of America, N.A., as administrative agent and collateral agent, dated April 27, 2020.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521065782/d73804dex1011.htm) | | | S-1 | | | | | | 333-253800 | | | | | | 10.11 | | | | | | March 2, 2021 | | |

| 10.14 | | | [Amendment No. 3 to Credit Agreement, by and between the registrant, the lenders from time to time thereto and Bank of America, N.A., as administrative agent and collateral agent, dated May 6, 2020.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521065782/d73804dex1012.htm) | | | S-1 | | | | | | 333-253800 | | | | | | 10.12 | | | | | | March 2, 2021 | | |

| 10.15 | | | [Amendment No. 4 to Credit Agreement, by and between the registrant, the lenders from time to time thereto and Bank of America, N.A., as administrative agent and collateral agent, dated October 27, 2020.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521065782/d73804dex1013.htm) | | | S-1 | | | | | | 333-253800 | | | | | | 10.13 | | | | | | March 2, 2021 | | |

| 10.16 | | | [Amendment No. 5 to Credit Agreement, by and between the registrant, the lenders from time to time thereto and Bank of America, N.A., as administrative agent and collateral agent, dated February 12, 2021.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521089656/d73804dex1016.htm) | | | S-1/A | | | | | | 333-253800 | | | | | | 10.16 | | | | | | March 22, 2021 | | |

| 10.18 | | | [Amendment No. 7 to Credit Agreement, by and between the registrant, the lenders from time to time there to and Bank of America, N.A., as administrative agent and collateral agent, dated January 3, 2023.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000048/exhibit102-amendmentno7t.htm) | | | 10-Q | | | | | | 001-40325 | | | | | | 10.2 | | | | | | May 10, 2023 | | |

| 10.19 | | | [Amendment No. 8 to Credit Agreement, by and between the registrant, the lenders from time to time thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, dated June 12, 2023.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000054/app-20230612x8kxexhibit101.htm) | | | 8-K | | | | | | 001-40325 | | | | | | 10.1 | | | | | | June 12, 2023 | | |

| 10.2 | | | [Amendment No. 9 to Credit Agreement, by and between the registrant, the lenders from time to time thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, dated August 18, 2023.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000064/exhibit101-amendmentno9toc.htm) | | | 8-K | | | | | | 001-40325 | | | | | | 10.1 | | | | | | August 18, 2023 | | |

| 10.21+ | | | [Equity Exchange Agreement between the registrant and Herald Chen, dated March 16, 2021.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521089656/d73804dex1018.htm) | | | S-1/A | | | | | | 333-253800 | | | | | | 10.18 | | | | | | March 22, 2021 | | |

| 10.22 | | | [Director Nominations Agreement between the registrant and KKR Denali Holdings L.P., dated March 16, 2021.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521089656/d73804dex1019.htm) | | | S-1/A | | | | | | 333-253800 | | | | | | 10.19 | | | | | | March 22, 2021 | | |

| 10.24 | | | [Share Repurchase Agreement, dated May 17, 2023](https://www.sec.gov/Archives/edgar/data/1751008/000119312523146599/d491086dex101.htm)[.](https://www.sec.gov/Archives/edgar/data/1751008/000119312523146599/d491086dex101.htm) | | | 8-K | | | | | | 001-40325 | | | | | | 10.1 | | | | | | May 17, 2023 | | |

| 10.25 | | | [Share Repurchase Agreement, dated August 21, 2023.](https://www.sec.gov/Archives/edgar/data/1751008/000119312523216397/d541078dex101.htm) | | | 8-K | | | | | | 001-40325 | | | | | | 10.1 | | | | | | August 21, 2023 | | |

[removed: [Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)][added: [Table](#i10046ac73f1640169a3eaf73885f6d16_7) [of](#i10046ac73f1640169a3eaf73885f6d16_7) [Contents](#i10046ac73f1640169a3eaf73885f6d16_7)]

| Date: February [removed: 26, 2024] [added: 27, 2025] | | | APPLOVIN CORPORATION | | | | | |

| Adam Foroughi | | | | | | *(Principal Executive Officer)* | | | | | | February [removed: 26, 2024] [added: 27, 2025] | | |

| Matthew Stumpf | | | | | | (*Principal Financial Officer*) | | | | | | February [removed: 26, 2024] [added: 27, 2025] | | |

| Dmitriy Dorosh | | | | | | (*Principal Accounting Officer*) | | | | | | February [removed: 26, 2024] [added: 27, 2025] | | |

| /s/ Craig Billings | | | | | | Director | | | | | | [removed: February 26, 2024] | | |

| Craig Billings | | | | | | | | | | | | [added: February 27, 2025] | | |

| /s/ Herald Chen | | | | | | Director | | | | | | [removed: February 26, 2024] | | |

| Herald Chen | | | | | | | | | | | | [added: February 27, 2025] | | |

| /s/ Margaret Georgiadis | | | | | | Director | | | | | | [removed: February 26, 2024] | | |

| Margaret Georgiadis | | | | | | | | | | | | [added: February 27, 2025] | | |

| /s/ Alyssa Harvey Dawson | | | | | | [added: Director] | | | | | | | | |

| Alyssa Harvey Dawson | | | | | | [removed: Director] | | | | | | February [removed: 26, 2024] [added: 27, 2025] | | |

| /s/ Todd Morgenfeld | | | | | | [added: Director] | | | | | | | | |

| Todd Morgenfeld | | | | | | [removed: Director] | | | | | | February [removed: 26, 2024] [added: 27, 2025] | | |

| /s/ Edward Oberwager | | | | | | [added: Director] | | | | | | | | |

| Edward Oberwager | | | | | | [removed: Director] | | | | | | February [removed: 26, 2024] [added: 27, 2025] | | |

| /s/ Eduardo Vivas | | | | | | [added: Director] | | | | | | | | |

| Eduardo Vivas | | | | | | [removed: Director] | | | | | | February [removed: 26, 2024] [added: 27, 2025] | | |

| /s/ Barbara Messing | | | | | | Director | | | | | | | | |

| Barbara Messing | | | | | | | | | | | | February 27, 2025 | | |

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