APPAppLovin

Director Nominations Agreement

“We previously entered into a Director Nominations Agreement with KKR Denali. Under this agreement, KKR Denali had the right to nominate one designee to our Board of Directors as long as KKR Denali and its affiliates collectively beneficially owned at least 25% of the shares of the Class B common stock that KKR Denali held immediately prior to our initial public offering (the “Nomination Threshold”). Additionally, for so long as KKR Denali and its affiliates collectively beneficially owned at least 5% of the outstanding shares of our common stock, one of the independent director nominees nominated by the Nominating and Corporate Governance Committee for nomination to our Board of Directors was subject to the approval of KKR Denali (the “Independent Approval Threshold”). In 2024, KKR Denali ceased to satisfy the Nomination Threshold and the Independent Approval Threshold, and the Director Nominations Agreement has terminated.”

Read it in last year's proxy ↗

Credit Agreement

“In December 2024, the Company issued $3.6 billion in aggregate principal amount of senior notes and concurrently entered into the 2024 Credit Agreement, establishing a $1.0 billion revolving credit facility. The 2024 Credit Agreement replaced the existing credit agreement, originally entered into in August 2018 and subsequently amended multiple times (the “2018 Credit Agreement”). KKR Capital Markets LLC, an affiliate of KKR Denali, served as a joint lead arranger and joint bookrunner for the 2018 Credit Agreement. In 2024 the Company paid fees of $0.1 million to KKR Capital Markets LLC in connection with an amendment to the 2018 Credit Agreement. Additionally, KKR Corporate Lending (CA) LLC, an affiliate of KKR Denali, provided revolving credit commitments totaling $15.0 million under the 2018 Credit Agreement. The 2018 Credit Agreement was terminated in December 2024.”

Read it in last year's proxy ↗

Credit Agreement

“On March 8, 2019, we entered into a promissory note with Rafael Vivas, the brother of Eduardo Vivas, a member of our Board of Directors, for the purpose of advancing him funds to allow him to early exercise his stock options (“Vivas Note”). The Vivas Note was issue in the amount of $2,273,400 at an interest rate of 2.59%, and later amended on August 7, 2020 to lower the interest rate on the outstanding balance of such note to the then applicable IRS annual mid-term rate of 0.41%. On March 8, 2024, the principal amount due under the Vivas Note plus accrued interest, or $2,309,526, was repaid in full to the Company and the Vivas Note was extinguished.”

Read it in last year's proxy ↗

Stock Repurchase Transactions

“On February 29, 2024, we entered into an underwriting agreement (the “Underwriting Agreement”) with KKR Denali and BofA Securities, Inc., acting for themselves and as representative of other underwriters (collectively, the “Underwriters”), in connection with a secondary public offering (the “Offering”) of 19,866,397 shares of our Class A common stock by KKR Denali. Pursuant to the Underwriting Agreement, on March 6, 2024, we repurchased from the Underwriters 10,466,397 shares of Class A common stock sold to the Underwriters by KKR Denali in the Offering at a price per share of $54.46, the same per share price paid by the Underwriters to KKR Denali in the Offering.”

Read it in last year's proxy ↗

Stock Repurchase Transactions

“Pursuant to a repurchase agreement dated March 7, 2024, we repurchased 3,000,000 shares of our Class A common stock from Midterm Success, which was a greater than 5% stockholder at the time, in a private transaction at a price per share equal to $60.74, for a total purchase price of approximately $182 million.”

Read it in last year's proxy ↗

Other Transactions

“On February 14, 2024, we agreed to invest $50 million in the Series C preferred stock financing of Humans, Inc., the developer of the Flip Shop social shopping app ("Flip Shop"). The Series C preferred stock financing was led by an existing investor in Flip Shop. On March 27, 2024, Flip Shop and Curated, Inc., a company operated and founded by Eduardo Vivas, a member of our Board of Directors, merged. On a post-investment basis, we will hold approximately 4.1% of the fully diluted shares of Flip Shop. On February 14, 2024, Flip Shop entered into a commercial agreement with us related to Flip Shop's use of our AXON technology. Mr. Vivas is currently the Chief Operating Officer of Flip Shop, a member of its board of directors, and a greater than 5% stockholder in the company.”

Read it in last year's proxy ↗

Policies and Procedures for Related Person Transactions

“Our Audit Committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between the Company and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. Our policy regarding transactions between us and related persons provides that a related person is defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of any class of our voting securities, in each case since the beginning of the most recently completed year, and any of their immediate family members. Our Audit Committee charter provides that our Audit Committee shall review and approve all related party transactions.”

Read it in the proxy ↗

Policies and Procedures for Related Person Transactions

“Under this policy, our Audit Committee will review the material facts of all related party transactions and either approve, ratify, or disapprove of the entry into the transaction. In determining whether to approve or ratify any such proposal, our Audit Committee will take into account, among other factors it deems appropriate, whether the transaction would affect the independence of any director, any conflict of interest with any of our executive officers, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party, and the extent of the related person’s interest in the transaction. The policy grants standing pre-approval of certain transactions, including (i) executive compensation governed by our standard compensation and benefits policies, (ii) director compensation arrangements governed by our standard director compensation policies, (iii) transactions with another company at which a related person’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% equity interest of that company, (iv) charitable contributions, grants, or endowments by us to a charitable organization, foundation, or university where the related person’s only relationship is as an employee (other than an executive officer), or director, if the aggregate amount involved does not exceed the lesser of $1,000,000 or 2% of the charitable organization’s total annual receipts, (v) any transaction available to all U.S. employees generally, (vi) transactions where a related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis, and (vii) other transactions where disclosure of such transaction would not be required pursuant to Item 404 of Regulation S-K.”

Read it in the proxy ↗

Related Person Transactions

“We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a participant or will be a participant, in which:”

Read it in the proxy ↗

Related Person Transactions

“the amounts involved exceeded or will exceed $120,000; and • any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.”

Read it in the proxy ↗

Investors’ Rights Agreement

“We are party to an Investor Rights Agreement, pursuant to which Adam Foroughi, our CEO and Co-Founder, and an entity affiliated with him have the right to demand that we file a registration statement or request that their shares of our capital stock be covered by a registration statement that we are otherwise filing.”

Read it in the proxy ↗

Equity Exchange Right Agreement

“In connection with our initial public offering, we entered into an Equity Exchange Right Agreement with Herald Chen, pursuant to which Mr. Chen has a right (but not an obligation), to require us to exchange any shares of our Class A common stock received upon the exercise of options to purchase shares of Class A common stock for an equivalent number of shares of our Class B common stock. This Equity Exchange Right Agreement applies only to equity awards granted to Mr. Chen prior to the effectiveness of the filing of our amended and restated certificate of incorporation in connection with our initial public offering. The Equity Exchange Right Agreement originally covered options to purchase 2,280,201 shares of our Class A common stock, of which 330,201 remain unexercised as of March 31, 2026.”

Read it in the proxy ↗

Other Transactions

“Rafael Vivas, the brother of Eduardo Vivas, is an AppLovin employee. In 2025, Rafael Vivas received an annual salary of $400,000 and an award of RSUs covering 4,856 shares of our Class A common stock, and his salary remains the same for 2026. He also receives benefits consistent with other employees serving in similar roles.”

Read it in the proxy ↗

Other Transactions

“Other than as described above, since January 1, 2025, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest.”

Read it in the proxy ↗