AppLovin 10-Q 2025-09-30

Filed 2025-11-05. 8 sections, 336K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40325

AppLovin Corporation

(Exact name of registrant as specified in its charter)

Delaware45-3264542
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

1100 Page Mill Road

Palo Alto, California 94304

(Address of registrant’s principal executive offices, including zip code)

(800) 839-9646

(Registrant’s telephone number, including area code)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.00003 per shareAPPThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2025, the number of shares (in thousands) of the registrant’s Class A common stock outstanding was 307,597 and the number of shares (in thousands) of the registrant’s Class B common stock outstanding was 30,358.

Table of Contents

Page
PART IFINANCIAL INFORMATION (UNAUDITED)3
Item 1.Condensed Consolidated Financial Statements3
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 20243
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 20244
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 20245
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 20246
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 20248
Notes to Condensed Consolidated Financial Statements10
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations21
Item 3.Quantitative and Qualitative Disclosures About Market Risk33
Item 4.Controls and Procedures33
PART IIOTHER INFORMATION34
Item 1.Legal Proceedings34
Item 1A.Risk Factors35
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds66
Item 5.Other Information66
Item 6.Exhibits68
Signatures69

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include statements about:

  • our future financial performance, including our expectations regarding our revenue, cost of revenue, and operating expenses, and our ability to achieve or maintain future profitability;

  • the sufficiency of our cash and cash equivalents to meet our liquidity needs;

  • our ability to maintain the security and availability of our advertising solutions;

  • our expectations regarding the effects of existing and developing laws and regulations, including with respect to taxation, privacy, data protection and AI;

  • our ability to attract and retain employees and key personnel;

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

  • our expectations regarding the macroeconomic environment, inflation and high interest rates, political uncertainty and international conflicts around the world;

  • our ability to successfully expand our AI capabilities to support the further development of our advertising solutions, including Axon AI, our advertising recommendation engine;

  • our ability to maintain, protect and enhance our intellectual property;

  • our ability to manage risk associated with our business;

  • the demand for our advertising solutions;

  • our expectations concerning relationships with third parties;

  • our ability to attract and retain clients, including in new markets such as e-commerce;

  • our ability to develop new products, features, and enhancements for our advertising solutions;

  • our ability to compete with existing and new competitors in existing and new markets and offerings;

  • our ability to successfully acquire and integrate companies and assets and to expand and diversify our operations through strategic acquisitions and partnerships;

  • our previously announced indication of interest to the President of the United States to explore a purchase of TikTok in all markets outside of China;

  • our expectations regarding new and evolving markets;

  • our expectations and management of future growth;

  • our expectations regarding outstanding litigation and legal, tax and regulatory matters;

  • our expectations regarding our share repurchase program; and

  • our ability to develop and protect our brand.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and

uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, partnerships, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

PART I – FINANCIAL INFORMATION (UNAUDITED)

Item 1. Condensed Consolidated Financial Statements

AppLovin Corporation

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

September 30, 2025December 31, 2024
Assets
Current assets:
Cash and cash equivalents$1,666,899$697,030
Accounts receivable, net1,603,9531,283,335
Prepaid expenses and other current assets216,714140,470
Current assets of discontinued operations—191,355
Total current assets3,487,5662,312,190
Property and equipment, net130,815159,970
Goodwill1,540,8891,457,685
Intangible assets, net421,868472,851
Other non-current assets761,897529,314
Non-current assets of discontinued operations—937,249
Total assets$6,343,035$5,869,259
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$516,438$504,302
Accrued and other current liabilities510,947379,004
Deferred revenue45,74837,053
Current liabilities of discontinued operations—137,113
Total current liabilities1,073,1331,057,472
Long-term debt3,511,9653,508,983
Other non-current liabilities284,017211,572
Non-current liabilities of discontinued operations—1,414
Total liabilities4,869,1154,779,441
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock, $0.00003 par value—100,000 shares authorized, no shares issued and outstanding as of September 30, 2025 and December 31, 2024——
Class A, Class B, and Class C Common Stock, $0.00003 par value—1,850,000 (Class A 1,500,000, Class B 200,000, Class C 150,000) shares authorized, 338,533 (Class A 308,176, Class B 30,358, Class C nil) and 340,042 (Class A 309,353, Class B 30,689, Class C nil) shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively1111
Additional paid-in capital427,998593,699
Accumulated other comprehensive loss(2,659)(103,096)
Retained earnings1,048,570599,204
Total stockholders’ equity1,473,9201,089,818
Total liabilities and stockholders’ equity$6,343,035$5,869,259

The accompanying notes are an integral part of these condensed consolidated financial statements.

AppLovin Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenue$1,405,045$835,186$3,822,773$2,224,571
Costs and expenses:
Cost of revenue174,855120,919481,611367,220
Sales and marketing48,57562,984154,875190,859
Research and development43,85280,776144,290268,847
General and administrative58,75636,208165,326115,023
Total costs and expenses326,038300,887946,102941,949
Income from operations1,079,007534,2992,876,6711,282,622
Other income (expense):
Interest expense(51,429)(74,937)(155,726)(223,280)
Other income (expense), net(6,632)8,367(21,389)17,873
Total other expense, net(58,061)(66,570)(177,115)(205,407)
Income before income taxes1,020,946467,7292,699,5561,077,215
Provision for income taxes185,40134,656368,61783,803
Net income from continuing operations835,545433,0732,330,939993,412
Income (loss) from discontinued operations, net of income taxes—1,347(99,444)(12,840)
Net income$835,545$434,420$2,231,495$980,572
Net income (loss) per share attributed to Class A and Class B common stockholders - Basic:
Continuing operations$2.47$1.29$6.87$2.95
Discontinued operations——(0.29)(0.04)
Basic net income per share$2.47$1.29$6.58$2.91
Net income (loss) per share attributed to Class A and Class B common stockholders - Diluted:
Continuing operations$2.45$1.24$6.80$2.85
Discontinued operations—0.01(0.29)(0.04)
Diluted net income per share$2.45$1.25$6.51$2.81
Weighted-average common shares used to compute net income (loss) per share attributable to Class A and Class B common stockholders:
Basic338,531336,931338,990336,167
Diluted340,974348,225342,668348,273

The accompanying notes are an integral part of these condensed consolidated financial statements.

AppLovin Corporation

Condensed Consolidated Statements of Comprehensive Income

*(In thou

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Factors that could cause or contribute to such differences include those identified below and those discussed in the section titled “Risk Factors” and other parts of this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

Our mission is to create meaningful connections between companies and their ideal customers. We provide end-to-end software and AI-powered solutions for businesses to reach, monetize and grow their global audience. 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 ad spend targets with our advertising solutions, ensuring that their success directly fuels our growth.

Since our founding in 2011, we have been focused on building advertising solutions for advertisers to improve the marketing and monetization of their content. Our founders, who were mobile app developers themselves, quickly realized the real impediment to success and growth in the advertising ecosystem was a discovery and monetization problem—breaking through the congested app stores to efficiently find users and successfully grow their business. Their first-hand experience with these challenges led to the development of our infrastructure and advertising solutions.

For the three months ended September 30, 2025, our revenue increased 68% year-over-year to $1.4 billion, from $835.2 million in the three months ended September 30, 2024. We generated net income from continuing operations of $835.5 million and $433.1 million for the three months ended September 30, 2025 and 2024, respectively, and net income of $835.5 million and $434.4 million for the three months ended September 30, 2025 and 2024, respectively. We generated Adjusted EBITDA of $1.2 billion and $647.0 million for the three months ended September 30, 2025 and 2024, respectively. Additionally, our net cash provided by operating activities was $2.7 billion and $1.4 billion in the nine months ended September 30, 2025 and 2024, respectively. We generated Free Cash Flow of $2.6 billion and $1.4 billion for the nine months ended September 30, 2025 and 2024, respectively. Cash flows and Free Cash Flow include the cash flows from continuing and discontinued operations. Given our strong financial position, we have been able to reinvest in our expansion and growth, and repurchase and withhold shares of our Class A common stock. See the section titled “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated in accordance with GAAP.

Recent Developments

On May 7, 2025, we, along with our subsidiaries Morocco, Inc. and AppLovin GmbH (collectively, the “Sellers”) entered into a Purchase Agreement (the “Agreement”) with Tripledot and its subsidiaries Eton Games Inc. ("Eton") and Tripledot Group Holdings Limited (collectively, with Tripledot, the “Purchasers”) relating to the sale of our Apps Business. On June 30, 2025, we and Tripledot entered into an amendment to the Agreement to provide, among other things, that in lieu of the issuance of a secured promissory note by Eton to us or our designated affiliate at the closing of the transactions contemplated by the Agreement (the “Closing”) to fund a portion of the full Cash Consideration (as defined in the Agreement), Tripledot may elect to pay such amount in cash.

On June 30, 2025, we completed the Closing and sold our Apps Business to Tripledot for $400 million in cash, subject to closing adjustments, and equity consideration representing approximately 20% of Tripledot’s fully-diluted equity at the time of closing. No promissory note was issued as part of the transaction. Following the Closing, we operate as a single operating and reportable segment. Results related to our Apps Business are presented as discontinued operations in our condensed consolidated financial statements. See Note 1 – Description of Business and Summary of Significant Accounting Policies and Note 2 – Discontinued Operations of the Notes to condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Our Business Model

We primarily generate revenue from fees paid by advertisers who use our advertising solutions to grow and monetize their content. We are able to grow our revenue by improving our various technologies.

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 clients, and to increase spend from existing clients, as we help them grow their businesses and make them more successful.

Our advertising solutions include Axon Advertising, MAX, Adjust, and Wurl. Clients use Axon Advertising to automate, optimize, and manage their user acquisition investments. They set marketing and user growth goals, and Axon Advertising optimizes their ad spend in an effort to achieve their return on advertising spend targets and other marketing objectives. Axon Advertising comprises the vast majority of revenue. Revenue is generated from our advertisers, typically on a performance basis, and shared with our advertising publishers, typically on a cost per impression model.

Advertising clients use MAX to optimize purchases of app advertising inventory. The MAX tool provides insights to manage against key performance indicators, understand the long-term value of users, and help manage profitability. Revenue from MAX is generated based on a percentage of client spend. As more advertising networks move to in-app real-time bidding, we expect growth in the adoption of, and revenue from, MAX.

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. Revenue from Adjust is primarily generated from an annual software subscription fee.

Advertising clients use Wurl's connected TV ("CTV") platform to distribute streaming video, maximize revenue, and acquire and retain viewers or subscribers. Revenue from Wurl is primarily generated from content companies, streamers, and advertisers, typically on a usage-based and/or CPM model.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

We define Adjusted EBITDA for a particular period as net income adjusted for loss (income) from discontinued operations, net of income taxes, interest expense, other (income) expense, net (excluding certain recurring items), provision for income taxes, amortization, depreciation and write-offs and as further adjusted for stock-based compensation, transaction-related expense, restructuring costs, and non-operating foreign exchange gain, as well as certain other items that we believe are not reflective of our core operating performance. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue for the same period.

Adjusted EBITDA and Adjusted EBITDA margin are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. We believe Adjusted EBITDA and Adjusted EBITDA margin are helpful to investors, analysts, and other interested parties because they can assist in providing a more consistent and comparable overview of our operations acros

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk from the information presented in Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. 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 September 30, 2025.

Changes in Internal Control

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their desired objectives. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions, and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are currently involved in, and may in the future be involved in, legal proceedings and claims that arise in the ordinary course of business, as well as governmental and other regulatory investigations and proceedings. In addition, third parties have in the past, and may in the future, assert claims against us in the form of letters and other communications.

Securities Litigation

Beginning in early March 2025, certain alleged stockholders filed putative class action complaints against the Company, Adam Foroughi, Matthew Stumpf, and/or Herald Chen asserting claims for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, and seeking unspecified monetary relief, interest, and attorneys’ fees. On March 5, 2025, Michael Quiero filed the first complaint against the Company, Adam Foroughi, and Matthew Stumpf in the U.S. District Court for the Northern District of California (the “Northern District of California”); on March 24, 2025, Ben Brownback filed the second complaint in the same court against the Company, Adam Foroughi, Matthew Stumpf, and Herald Chen in the Northern District of California (the “Brownback Action”); and on April 17, 2025, the Wayne County Employees’ Retirement System filed the third complaint against the Company, Adam Foroughi, Matthew Stumpf, and Herald Chen in the Northern District of California (collectively, the “Securities Complaints”). In May 2025, Michael Quiero and the Wayne County Employees’ Retirement System voluntarily dismissed the complaints they filed in the Northern District of California. The U.S. District Court subsequently appointed lead plaintiffs and lead plaintiffs’ counsel in the Brownback Action, and the lead plaintiffs filed an Amended Complaint on September 12, 2025, adding Basil Shikin as a defendant. The Amended Complaint alleges that the defendants made materially false and misleading statements regarding the Company's advertising solutions and financial growth. The Amended Complaint alleges a putative class period running from November 7, 2024 through March 27, 2025. Pursuant to the current scheduling order, the parties will file submissions in support of, and in opposition to, the defendants’ anticipated motion to dismiss through early February 2026. We believe that these allegations lack merit and will vigorously contest this action.

Shareholder Derivative Litigation

Beginning in late March 2025, certain alleged shareholders filed shareholder derivative complaints in the Northern District of California against the individual then current members of the Company’s board of directors, Adam Foroughi, and Matthew Stumpf (collectively, the “D&O Parties”) alleging claims for violations of Section 14(a) of the Exchange Act, breaches of their fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets (collectively, the “Shareholder Derivative Complaints”). The Shareholder Derivative Complaints also assert claims for contribution under the Exchange Act against Adam Foroughi and Matthew Stumpf and seek unspecified monetary relief, certain declaratory and injunctive relief, restitution, and attorneys’ fees from the D&O Parties. Relying on the Securities Complaints, the Shareholder Derivative Complaints allege that the D&O Parties made materially false and misleading statements regarding our advertising solutions and financial growth. On March 25, 2025, Amit Patel filed the first complaint against the individual then current members of the Company’s board of directors, Adam Foroughi, and Matthew Stumpf in the Northern District of California; and on May 19, 2025, Nathan Smith filed the second complaint against the individual then current members of the Company’s board of directors, Adam Foroughi, and Matthew Stumpf in the Northern District of California. The Shareholder Derivative Complaints have been consolidated and stayed pending resolution of the defendants’ anticipated motion to dismiss in the Brownback Action. We believe that these allegations lack merit and will vigorously contest these actions.

While we remain confident in the Company’s defenses to the asserted allegations in these cases, it is not possible to determine the ultimate outcome at this time, and thus we cannot reasonably estimate the maximum potential exposure or range of possible loss.

Future litigation may be necessary to defend ourselves and our business partners and to determine the scope, enforceability, and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. RISK FACTORS

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and the related notes, before making a decision to invest in our Class A common stock. Our business, financial condition, results of operations, or prospects could also be adversely affected by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose all or part of your investment.

Risk Factor Summary

Investing in our Class A common stock involves a high degree of risk because our business is subject to numerous risks and uncertainties, as further described below. The principal factors and uncertainties that make investing in our Class A common stock subject to risk include, among other things:

Business, Operational, and Industry Factors

  • the fluctuation in our results of operations;

  • security breaches, improper access to or disclosure of data, or other cyber incidents;

  • our reliance on third-party platforms;

  • our reliance on certain key employees and our ability to attract, retain, and motivate key personnel;

  • our ability to maintain our culture;

  • our ability to attract new clients, retain existing clients, and maintain or increase spend by clients;

  • competition in our industry and our ability to adapt to technological change;

  • our ability to address or mitigate technical limitations in our systems and to maintain and scale our technical infrastructure;

  • concentration of our revenue sources;

  • our future growth into new business opportunities;

  • the impact of macroeconomic conditions and the geopolitical climate;

  • risks related to the expansion and diversification of our operations, in the United States and globally, including through future strategic transactions and efforts related thereto, such as our indication of interest to the President of the United States to explore a purchase of TikTok in all markets outside of China;

  • risks related to our international operations;

  • risks related to our strategic transactions, including integration, managing growth, and tax risks;

  • our recent rapid growth and our ability to manage growth;

  • our ability to achieve or maintain profitability with increasing operating expenses;

  • risks related to not having long-term agreements with our clients;

  • our ability to maintain our brand awareness;

  • our reliance on third parties complying with their obligations;

Legal and Regulatory Matters

  • changes in laws and regulations concerning privacy, information security, data protection, consumer protection, AI, advertising, tracking, targeting, and protection of minors;

  • changes in U.S. and foreign laws and regulations, many of which are unsettled and still developing;

  • the development and use of AI in our offerings and business;

  • compliance with governmental anti-bribery, export and import controls, economic sanctions, and other international trade laws and regulations;

  • changes in tax laws or tax rulings or exposure to greater than anticipated tax liabilities;

  • assertions by taxing authorities that we should have collected or in the future should collect sales and use, value added, or similar taxes;

  • our ability to realize tax savings from our international structure;

  • liability for content that is distributed through or advertising that is served through our advertising solutions;

  • expenses related to legal or regulatory proceedings and settlements or laws and regulations affecting public companies;

Intellectual Property Factors

  • our ability to protect or enforce our proprietary and intellectual property rights or the costs involved in such enforcement;

  • our involvement in intellectual property disputes;

  • our use of and compliance with open source software;

Financial and Accounting Matters

  • our ability to maintain an effective system of disclosure controls and internal control over financial reporting;

  • the possibility that we may be required to record a significant charge to earnings if our goodwill becomes impaired;

  • our indebtedness and obligations thereunder;

  • our ability to generate sufficient cash flow to satisfy our significant debt service obligations;

  • the availability of additional capital on acceptable terms;

Ownership of our Class A common stock and Governance

  • the multi-class structure of our common stock and the Voting Agreement among the Voting Agreement Parties;

  • our status as a “controlled company” within the meaning of the Nasdaq corporate governance requirements;

  • volatility of the market price of our Class A common stock;

  • the possibility that we may not realize the anticipated long-term stockholder value of our share repurchase programs;

  • the issuance of additional stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise;

  • provisions of Delaware law, the Voting Agreement, our amended and restated certificate of incorporation, and our amended and restated bylaws could make a merger, tender offer, or proxy contest difficult; and

  • exclusive forum provisions in our amended and restated bylaws.

Risks Related to Our Business, Operations and Industry

Our results of operations are likely to fluctuate from period-to-period, which could cause the market price of our Class A common stock to decline.

Our results of operations have fluctuated in the past and are likely to fluctuate significantly from quarter-to-quarter and year-to-year in the future for a variety of reasons, many of which are outside of our control and difficult to predict. As a result, you should not rely upon our historical results of operations as indicators of future performance. Numerous factors can influence our results of operations, including:

  • our ability to maintain and grow our client and user bases;

  • changes to our advertising solutions or other offerings;

  • the timing and efficacy of improvements to our algorithms, models and Axon AI, our advertising recommendation engine, generally;

  • the development and introduction of new solutions or entry into new markets by us 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 advertising solutions, 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 effectiveness of their advertising efforts, and with respect to transparency regarding data processing;

  • the diversification and growth of revenue sources beyond our current advertising solutions;

  • our ability to achieve the anticipated synergies from our strategic acquisitions and effectively integrate new assets and businesses acquired by us;

  • 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 advertising solutions;

  • costs and expenses related to strategic transactions, as well as costs and expenses related to the development of our products and solutions, including the timing of such expenses;

  • our ability to maintain profitability;

  • increases in and timing of operating expenses that we may incur to grow and expand our operations and to remain competitive;

  • system failures or outages,

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Item 5. OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

No officers, as defined in Rule 16a-1(f), or directors adopted and/or terminated a “Rule 10b5-1 trading

arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.

Item 6. EXHIBITS

We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference.

EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberDescriptionFormFile No.ExhibitFiling Date
31.1Certification 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 2002.
31.2Certification 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 2002.
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 2002.
101The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

†The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of AppLovin Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

SIGNATURES

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

APPLOVIN CORPORATION
Date: November 5, 2025By:/s/ Adam Foroughi
Chief Executive Officer
(Principal Executive Officer)
Date: November 5, 2025By:/s/ Matthew A. Stumpf
Chief Financial Officer
(Principal Financial Officer)