DEF 14A of AppLovin Corp, Apr 22, 2025

DEF 14A of AppLovin Corp

Filed Apr 22, 2025 · FY20240001751008-25-000041

Open on EDGAR

  1. Recommendation or Nomination of Director Nominees

    Recommendation or Nomination of Director Nominees Stockholders who have continuously held 1% of our fully diluted capitalization for at least twelve (12) months prior to the submission of their recommendation may recommend director nominees for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the nominee confirming willingness to serve, information regarding any relationships between the nominee and the Company and evidence of the recommending stockholder’s ownership of the Company’s capital stock and should be directed to our Chief Legal Officer and Corporate Secretary at the address set forth above. For additional information regarding stockholder recommendations for director nominees, see the section titled “Board of Directors and Corporate Governance—Stockholder Recommendations and Nominations to the Board of Directors” on page 26. In addition, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. Any notice of director nomination submitted must include the additional information required by Rule 14a-19(b) under the Exchange Act and otherwise must comply with applicable federal and state law. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time periods described above under the section titled “Stockholder Proposals,” on page 5 for stockholder proposals that are not intended to be included in a proxy statement.

  2. Availability of Bylaws

    Availability of Bylaws A copy of our amended and restated bylaws is available via our website at https://investors.applovin.com and the SEC’s website at www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director nominees.

  3. Availability of Bylaws

    | | AppLovin Corporation | 6 | 2025 Proxy Statement |

  4. PROPOSAL NO. 1

    PROPOSAL NO. 1 Election of Directors Our Board of Directors is currently composed of ten (10) members. As previously announced, Edward Oberwager, who currently serves as a director, will not stand for re-election and his term will expire at the Annual Meeting. As such, following the Annual Meeting, it is anticipated that the size of our Board of Directors will be reduced to nine (9) members.

  5. Director Nominees

    Director Nominees Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, as director nominees for election as directors at the Annual Meeting: Adam Foroughi, Herald Chen, Craig Billings, Margaret Georgiadis, Alyssa Harvey Dawson, Barbara Messing, Todd Morgenfeld, Eduardo Vivas and Maynard Webb. Mr. Webb is standing for election by our stockholders for the first time and was recommended for consideration as a director to the Nominating and Corporate Governance Committee by our Chief Executive Officer and non-management directors. If elected, each of the director nominees will serve as directors until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. For information concerning the director nominees, please see “Board of Directors and Corporate Governance” on page 8. If you are a stockholder of record and you sign your proxy card or vote by telephone or over the internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Messrs. Foroughi, Billings, Chen, Morgenfeld, Vivas and Webb, and Mses. Georgiadis, Harvey Dawson, and Messing. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

  6. Director Nominees’ Skills and Expertise

    Director Nominees’ Skills and Expertise

  7. Director Nominees’ Skills and Expertise

    | | | Director Nominees | | | | | | | | | | Skills and Expertise | | Adam Foroughi | Craig Billings | Herald Chen | Margaret Georgiadis | Alyssa Harvey Dawson | Barbara Messing | Todd Morgenfeld | Eduardo Vivas | Maynard Webb | | CEO Experience | | | | | | | | | | | | Marketing & Digital Media | | | | | | | | | | | | Product & AdTech | | | | | | | | | | | | Public Company | | | | | | | | | | | | Cyber Security | | | | | | | | | | | | Financial & Accounting | | | | | | | | | | | | International Operations | | | | | | | | | | | | Legal & Regulatory | | | | | | | | | | | | Data Privacy | | | | | | | | | | | | Operational Expertise | | | | | | | | | | | | Risk Management & Corporate Governance | | | | | | | | | | | | Human Capital & Talent Development | | | | | | | | | | |

  8. Director Nominees’ Skills and Expertise

    | | AppLovin Corporation | 8 | 2025 Proxy Statement |

  9. Director Nominees’ Background

    Director Nominees’ Background

  10. Director Nominees’ Background

    | | | Director Nominees | | | | | | | | | | | | Adam Foroughi | Craig Billings | Herald Chen | Margaret Georgiadis | Alyssa Harvey Dawson | Barbara Messing | Todd Morgenfeld | Eduardo Vivas | Maynard Webb | | Independent | | | | | | | | | | | | Age | | 44 | 52 | 55 | 61 | 55 | 53 | 53 | 39 | 69 | | Tenure | | 14 | 5 | 7 | 4 | 4 | 1 | 2 | 7 | 0 |

  11. Skills Categories

    Skills Categories

  12. Skills Categories

    | CEO Experience | | Marketing & Digital Media | | Product & AdTech | | | Experience and skills in leadership, management, and business strategy as a chief executive officer at a large publicly traded or private company. | | A deep understanding of marketing and digital media strategies, including brand and marketing strategy, social media and content marketing, and/or creating or implementing platforms to promote products and services. | | In-depth knowledge and expertise in the creation, management, and optimization of products within the adverting technology space, including building and improving tools, platforms and strategies that help companies reach their audiences. | | | Public Company | | Cyber Security | | Financial & Accounting | | | Experience as a senior executive or member of the board of directors of a publicly traded company, providing valuable insight into public company operations, governance, financial reporting, investor relations, and regulatory compliance. | | Experience (including through oversight) in various cybersecurity principles, technologies, tools in protecting computer systems, networks, and data from various threats such as cyberattacks, hacking, data breaches, malware, and other forms of digital security vulnerabilities. | | Experience in positions requiring a deep understanding of financial principles, accounting standards, tax strategies, auditing, and reporting. | | | International Operations | | Legal & Regulatory | | Data Privacy | | | Leadership position in an organization with international operations, providing knowledge and expertise in managing business activities and strategies across multiple countries and regions. | | Experience (including through oversight) in legal, regulatory, or compliance matters, including navigating complex and evolving legal frameworks, overseeing corporate governance, and managing compliance with applicable laws and regulations. | | Knowledge and experience in managing sensitive personal and organizational data, including privacy law and regulations, risk assessment and management, data governance and compliance and data protection techniques. | | | Operational Expertise | | Risk Management & Corporate Governance | | Human Capital & Talent Development | | | Experience managing day-to-day business operations at scale, including executing strategy, optimizing organizational performance, and driving growth in complex or high-growth environments. | | | | | | | | | Knowledge and experience in identifying, accessing, and managing risks that may affect an organization’s objectives, including understanding the principles, structures, and processes that ensure a company operates in an ethical, accountable, and transparent manner. | | Management experience involving strategies and practices aimed at maximizing the potential of an organization’s workforce. | |

  13. Skills Categories

    | | AppLovin Corporation | 9 | 2025 Proxy Statement |

  14. Nominees for Director

    Nominees for Director

  15. Nominees for Director

    | | Mr. Foroughi is one of our co-founders and has served as our Chief Executive Officer and a member of our Board of Directors since December 2011. He was designated as Chairperson of our Board of Directors in March 2021. He previously co-founded two advertising technology companies, Lifestreet Media Inc. and Social Hour Inc. Mr. Foroughi holds a B.A. in Business Administration from the University of California, Berkeley. | | | | | | | | | Qualifications | | | | | | | | | Mr. Foroughi was selected to serve on our Board of Directors because of his deep industry knowledge and the vision and experience he brings as our Chief Executive Officer and Co-Founder. With deep expertise in international operations, product development, building high-performing teams, and driving strategic vision, he has successfully led us through growth and innovation in the ever-evolving tech landscape. | | | | | | | | Adam Foroughi | | | | | | | | | Chairperson of the Board and Chief Executive Officer | | | | | | | | | Age: 44 Director Since: 2011 Committees: None | | | | | | | | | | Skills | | | | | | | | | | | | | | | |

  16. Nominees for Director

    | | AppLovin Corporation | 10 | 2025 Proxy Statement |

  17. Nominees for Director

    | | Mr. Billings has served as a member of our Board of Directors since December 2020 and as our Lead Independent Director since February 2021. Mr. Billings has served as Chief Executive Officer and a member of the board of directors of Wynn Resorts, Limited (NYSE: WYNN), a developer and operator of hotels and casinos, since February 2022. Prior to February 2022, Mr. Billings served as the Chief Financial Officer and Treasurer of Wynn Resorts from March 2017 to January 2022 and as President from May 2019 to May 2021. He has also served as a Director of Wynn Macau, Limited, a majority owned subsidiary of Wynn Resorts since August 2018. From December 2015 to January 2018, Mr. Billings served as Non-Executive Chairman of NYX Gaming Group Ltd., a developer of digital gaming systems which was acquired by Scientific Games Corporation in January 2018. Mr. Billings has been a Certified Public Accountant since 1999. He holds a B.S. in Business Administration from the University of Nevada, Las Vegas and an M.B.A. from Columbia Business School. Qualifications | | | | | | | | Craig Billings | | | | | | | | | Lead Independent Director | | | | | | | | | Age: 52 Director Since: 2020 Committees: Compensation (Chair); Audit | | | | | | | | | | Mr. Billings was selected to serve on our Board of Directors because of his significant global operational experience as a public-company CEO, his financial and accounting acumen, his risk management and corporate governance expertise, and his industry knowledge, which brings a strategic perspective to the boardroom, playing a key role in guiding us through complex challenges and growth opportunities. | | | | | | | | | Skills | | | | | | | | | | | | | | | |

  18. Nominees for Director

    | | AppLovin Corporation | 11 | 2025 Proxy Statement |

  19. Nominees for Director

    | | Mr. Chen has served as a member of our Board of Directors since August 2018. Mr. Chen previously served as AppLovin’s President and Chief Financial Officer from November 2019 to December 2023. Prior to joining us, he served as the head of Technology, Media and Telecom at Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, KKR) (NYSE: KKR), an investment firm that manages multiple alternative asset classes, from 2007 to 2019, having previously worked for the firm from 1995 to 1997. He also currently serves on the board of directors of GoDaddy, Inc. (NYSE: GDDY), an online solutions provider, and Internet Brands Inc., an integrated digital media and software services company. Mr. Chen holds a B.S. in Economics (Finance) and a B.S.E. in Mechanical Engineering from the University of Pennsylvania and an M.B.A. from the Stanford University Graduate School of Business. Qualifications | | | | | Herald Chen | | | | | | Director | | | | | | Age: 55 Director Since: 2018 Committees: None | Mr. Chen was selected to serve on our Board of Directors because of his extensive operating and management experience. He brings strong financial and accounting expertise, along with significant experience in public company leadership and governance. His experience serving on the boards of both public and private technology companies provides valuable oversight and strategic insight to our Board. | | | | | | Skills | | | | | | | | | |

  20. Nominees for Director

    | | AppLovin Corporation | 12 | 2025 Proxy Statement |

  21. Nominees for Director

    | | Ms. Georgiadis has served as a member of our Board of Directors since January 2021. Ms. Georgiadis currently serves as Co-Founder and Chief Executive Officer of Montai Therapeutics and as Chief Executive Officer-Partner of Flagship Pioneering Inc., a bioplatform innovation company, since April 2022. She previously served as an Endurance Partner-in-Residence at General Catalyst, a venture capital firm, from January 2021 to April 2022. From May 2018 to December 2020, she served as President and Chief Executive Officer of Ancestry.com LLC, a global family history and consumer genomics company. Prior to Ancestry, from February 2017 to May 2018, Ms. Georgiadis served as Chief Executive Officer of Mattel, Inc. (NASDAQ: MAT), a global children’s entertainment company specializing in toys and consumer products. From 2009-2017 she served as President of Google Americas and the Vice President of Global Operations. She is an experienced public and private company board director and currently serves on the board of directors of McDonald’s Corporation (NYSE: MCD) and several private companies in technology and health technology. She holds an A.B. from Harvard College and an M.B.A. from Harvard Business School. Qualifications | | | | | | | Margaret Georgiadis | | | | | | | | Independent Director | | | | | | | | Age: 61 Director Since: 2021 Committees: Nominating and Corporate Governance (Chair); Audit | | | | | | | | | Ms. Georgiadis was selected to serve on our Board of Directors because of her experience as a public company director and deep expertise in the tech industry. With extensive CEO and public company experience, she brings a strategic and operational mindset to the boardroom. Her experience spans product development, ad tech, and data privacy, along with strong financial, accounting and risk management acumen. A leader in corporate governance, with a long track record in international operations, strategic transactions, and talent development, she provides critical oversight while driving innovation and growth. | | | | | | | | Skills | | | | | | | | | | | | | | | | | | | | | |

  22. Nominees for Director

    | | AppLovin Corporation | 13 | 2025 Proxy Statement |

  23. Nominees for Director

    | | Ms. Harvey Dawson has served as a member of our Board of Directors since November 2021. Ms. Harvey Dawson served as Chief Legal Officer and Corporate Secretary for HubSpot, Inc. (NYSE: HUBS), a leading CRM platform, from November 2022 to December 2024, where she was responsible for overseeing the company’s legal and compliance teams, and as an Advisor to HubSpot from December 2024 to March 2025. Prior to joining HubSpot, she served as the Chief Legal Officer of Gusto, Inc., a modern HR platform, from August 2020 to November 2022, and on the executive leadership team, overseeing the company’s legal, compliance and government affairs team. Previously, from June 2017 to July 2020, she was General Counsel at Sidewalk Labs, an urban innovation subsidiary of Alphabet Inc., where, among other things, she was responsible for developing the legal team and data privacy strategy. From 2011 to 2017 she oversaw global IP and licensing at HARMAN, a Samsung company, as its Vice President, Global Intellectual Property, and was Associate General Counsel at Netflix (NASDAQ: NFLX) from 2008 to 2011. Prior to Netflix, she was also at Autodesk (NASDAQ: ADSK). Ms. Harvey Dawson received her BA, cum laude, in Journalism from Michigan State University and was an Honors College member. She received her JD, cum laude, from Georgetown University Law Center. Ms. Harvey Dawson is also a board member of Make-A-Wish Connecticut and is a member of the Georgetown University Law School Board of Visitors. | | | | | | | | Alyssa Harvey Dawson | | | | | | | | | Independent Director | | | | | | | | | Age: 55 Director Since: 2021 Committees: Audit; Nominating and Corporate Governance | | | | | | | | | | Qualifications | | | | | | | | | Ms. Harvey Dawson was selected to serve on our Board of Directors because she has over 25 years of broad-based legal experience and has overseen corporate governance, mergers and acquisitions, commercial transactions, enterprise risk management, compliance, data privacy, intellectual property, regulatory, and governmental/public affairs matters. | | | | | | | | | Skills | | | | | | | | | | | | | | | |

  24. Nominees for Director

    | | AppLovin Corporation | 14 | 2025 Proxy Statement |

  25. Nominees for Director

    | | Ms. Messing has served as a member of our Board of Directors since March 2024. Ms. Messing served as Chief Marketing & Communications Officer at Roblox (NYSE: RBLX) from August 2020 to December 2023 and previously served as Chief Marketing Officer and People Experience Officer from August 2020 to July 2023. Prior to Roblox, Ms. Messing served as Senior Vice President, Chief Marketing Officer of Walmart U.S (NYSE: WMT) from August 2018 to August 2019, and brought her years of experience serving in multiple roles including Vice President and Chief Marketing Officer, and later Senior Vice President and Chief Marketing Officer at TripAdvisor, Inc. (NASDAQ: TRIP) an online travel company, between 2011 and 2018. Between 2002 and 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 directors of Vacasa (NASDAQ: VCSA), a publicly-traded company with a leading platform for vacation rental management. She previously served on the board of directors of Overstock.com, Inc. (NYSE: BYON), 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. | | | | | | Barbara Messing | | | | | | | Independent Director | | | | | | | Age: 53 Director Since: 2024 Committees: Compensation; Nominating and Corporate Governance | | | | | | | | Qualifications | | | | | | | Ms. Messing was selected to serve on our Board of Directors because of her extensive operational expertise and leadership experience in both management and director roles at public companies. She brings deep knowledge in marketing, digital media, product development, and adtech, with a strong background in building and scaling online platforms. Her experience in human capital and talent development enhances our ability to help drive organizational growth and foster leadership excellence. | | | | | | | Skills | | | | | | | | | | | |

  26. Nominees for Director

    | | AppLovin Corporation | 15 | 2025 Proxy Statement |

  27. Nominees for Director

    | | Mr. Morgenfeld has served as a member of our Board of Directors since September 2023. Mr. Morgenfeld previously held pivotal roles at Pinterest, Inc. (NYSE: PINS), including Chief Financial Officer and Head of Business Operations from November 2016 to July 2023. Before Pinterest, he left his mark at Twitter as Vice President of Finance from 2015 to 2016 and at Hewlett-Packard (NYSE: HPQ) as Treasurer and Senior VP of Financial Analytics and Corporate Development from 2013 to 2015. Prior to his role at Hewlett-Packard, he was an investment partner at Silver Lake Partners from 2004 to 2013. Mr. Morgenfeld currently sits on the board of directors of Urban Outfitters, Inc. (NASDAQ: URBN), a portfolio of global consumer brands comprising Urban Outfitters, Anthropologie, Free People, BHLDN, Terrain, Menus & Venues, and Nuuly. Mr. Morgenfeld graduated first in his class from the United States Military Academy at West Point and holds an M.B.A. from Stanford University Graduate School of Business. Qualifications | | | | | | | | Todd Morgenfeld | | | | | | | | | Independent Director | | | | | | | | | Age: 53 Director Since: 2023 Committees: Audit (Chair); Compensation | | | | | | | | | | Mr. Morgenfeld was selected to serve on our Board of Directors because of his deep operational expertise in technology-driven enterprises. He has a strong background in finance and accounting, and his public company board experience helps him bring valuable insights into public company financial oversight, risk management, and corporate governance matters. | | | | | | | | | Skills | | | | | | | | | | | | | | | |

  28. Nominees for Director

    | | AppLovin Corporation | 16 | 2025 Proxy Statement |

  29. Nominees for Director

    | | Mr. Vivas has served as a member of our Board of Directors since August 2018. Mr. Vivas has served as Chief Operating Officer at Humans, Inc., the developer of the Flip Shop social shopping app since March 2024. From August 2017 to March 2024, he served as the Chief Executive Officer at Curated, Inc. (Curated.com), an online outdoor sports retailer he co-founded. From March 2014 to April 2017, Mr. Vivas served as Head of Product, Talent Solutions at LinkedIn Corporation, a business and employment-oriented online service. He joined LinkedIn through its acquisition of Bright.com, an employment website company he co-founded and served as Chief Product Officer from October 2011 to February 2014. Qualifications | | | | | | | Eduardo Vivas | | | | | | | | Director | Mr. Vivas was selected to serve on our Board of Directors because of his experience as a CEO and executive leader in the technology sector. His expertise in marketing, digital media, product development, and adtech has been instrumental in shaping and executing successful go-to-market strategies. Mr. Vivas also has extensive experience in mergers, acquisitions, and strategic transactions, providing valuable insight into business expansion and corporate development. | | | | | | | Age: 39 Director Since: 2018 Committees: None | | | | | | | | | Skills | | | | | | | | | | | | | |

  30. Nominees for Director

    | | AppLovin Corporation | 17 | 2025 Proxy Statement |

  31. Nominees for Director

    | | Mr. Webb has served as a member of our Board of Directors since April 2025. Mr. Webb is the Founder of Webb Investment Network, an early-stage venture capital firm he started in 2010. Mr. Webb served as the Chairman of the board of Liveops, Inc., a cloud-based call center, from 2008 to 2013 and was the Chief Executive Officer from 2006 to 2011. Previously, Mr. Webb was the Chief Operating Officer of eBay, Inc. (NASDAQ: EBAY), a global commerce and payments provider, from 2002 to 2006, and President of eBay Technologies from 1999 to 2002. Prior to joining eBay, Mr. Webb was Senior Vice President and Chief Information Officer at Gateway, Inc., a computer manufacturer, and Vice President and Chief Information Officer at Bay Networks, Inc., a computer networking products manufacturer. Mr. Webb currently serves on the board of directors of Salesforce, Inc. (NYSE: CRM) and Visa Inc. (NYSE: V). Mr. Webb previously served as the Chairman of the board of directors at Yahoo! Inc. until 2017. Mr. Webb holds a Bachelor of Applied Arts degree from Florida Atlantic University. | | | | | | Maynard Webb | | | | | | | Independent Director | | | | | | | Age: 69 Director Since: 2025 Committees: Audit; Nominating and Corporate Governance | | | | | | | | Qualifications | | | | | | | Mr. Webb was selected to serve on our Board of Directors because of his extensive leadership experience as a CEO, executive advisor, and investment professional. He brings deep operational expertise in marketing, digital media, product development, and adtech, along with a strong track record of scaling businesses. He also brings strong experience in strategic transactions and international operations. Additionally, his governance experience on the boards of public and private technology companies provides valuable oversight and strategic insight to our Board. | | | | | | | Skills | | | | | | | | | | | | | | | | | | |

  32. Nominees for Director

    | | AppLovin Corporation | 18 | 2025 Proxy Statement |

  33. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods, including engaging the services of outside consultants and search firms, to identify and evaluate director nominees. Our Nominating and Corporate Governance Committee works with our Board of Directors to determine the desired qualifications, expertise, and characteristics of our Board of Directors, including such factors as relevant business experience and diversity, and with respect to diversity, such factors as differences in professional background, education, skill and other individual qualities, and attributes that contribute to the total mix of viewpoints and experience represented on our Board of Directors. In its evaluation of director nominees, our Nominating and Corporate Governance Committee and our Board of Directors evaluate each director in the context of the membership of the Board of Directors as a group, with the objective of having a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of background and experience in the various areas. Each director should be an individual of high character and integrity. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the Board of Directors and the Company, and other qualifications and characteristics set forth in the charter of the Nominating and Corporate Governance Committee charter. Some of the qualifications that our Nominating and Corporate Governance Committee considers include, without limitation, issues of character, integrity, judgment, corporate experience, diversity of experience, professional background, independence, area of expertise, length of service, potential conflicts of interest, and other commitments. Director nominees must also have the highest personal and professional ethics and integrity, proven achievement and competence in the director nominee’s field and the ability to exercise sound business judgment, skills that are complementary to those of the existing members of the Board of Directors, and the ability to assist and support management and make significant contributions to our success. Director nominees must understand the fiduciary responsibilities that are required of a member of our Board of Directors and have sufficient time and energy available, in the judgment of our Nominating and Corporate Governance Committee, to perform all board of director and applicable committee responsibilities. Members of our Board of Directors are expected to prepare for, attend, and participate in all board of directors and applicable committee meetings. Our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. After completing its review and evaluation of director nominees, including incumbent directors, our Nominating and Corporate Governance Committee recommends to our full Board of Directors the director nominees for selection.

  34. Director Compensation

    Director Compensation We have adopted a compensation policy for our non-employee directors (the “Director Compensation Policy”). The Director Compensation Policy is designed to attract, retain, and reward experienced non-employee directors. To ensure our Director Compensation Policy remains competitive to help us attract qualified non-employee director nominees and retain our existing non-employee directors, the policy is reviewed annually by our Compensation Committee and its independent advisor, Semler Brossy. In February 2025, we amended our Director Compensation Policy to increase our compensation for the chairperson and members of the Nominating and Corporate Governance Committee, increase the initial grant to individuals who become non-employee directors, and increase the annual equity award granted to non-employee directors each year. Under the Director Compensation Policy each non-employee director receives the cash and equity compensation for board services described below. We also reimburse our non-employee directors for reasonable, customary, and documented travel expenses to meetings of our Board of Directors or its committee and other expenses.

  35. Our Compensation-Setting Process

    Our Compensation-Setting Process For 2024, our Board of Directors and Compensation Committee, in consultation with its independent compensation consultant, reviewed our executive compensation program and related policies and practices. In determining the compensation of our NEOs for 2024, our Compensation Committee considered the Company’s overall strategic business plan and needs with respect to providing incentives and retention to the talent critical to meeting our strategic business plan, as well as a number of factors including, but not limited to: •market data and analysis conducted by the Compensation Committee’s independent compensation consultant, Semler Brossy, related to the Company’s existing and proposed compensation program design as compared to compensation structures that include base salary, cash bonuses, equity, and other compensation; •peer group data for each NEO role at similar companies in our industry or with whom we compete for talent and of similar market cap, profitability, size, and compensation philosophies to ensure our compensation programs are competitive; •design recommendations made directly to the Compensation Committee by our independent compensation consultant with respect to our executive and director compensation programs; •the retentive value, burn rate and stock-based compensation expense impact of our executive compensation programs and awards under such programs, as well as internal pay equity relative to the future impact of such awards on the Company’s business, performance and equity value; •input from our NEOs on past individual performance and expected future performance of our CEO and other NEOs, although our CEO abstains from discussions with the Compensation Committee and Board of Directors regarding his personal compensation; •current salary levels and the vesting status of prior equity awards of each NEO and the value of existing vested and unvested equity holdings of each NEO, as well as, the time since the last equity grant to each NEO and the criticality of each NEO to our future business success; •in-year earnings from prior equity awards, including the 2023 PSU award that was fully earned in 2024 upon achievement which created over $35 billion in market capitalization from PSU grant date; •feedback from our non-employee directors both on the Compensation Committee and our full Board of Directors, during executive sessions and other discussions held without our NEOs; and •the Company’s performance and current business context. The Compensation Committee is responsible for reviewing and approving the compensation for our NEOs. In the case of our CEO, while the Committee evaluates the CEO’s performance and recommends compensation decisions, final approval of CEO compensation rests with the full Board of Directors, excluding the CEO. This process ensures that compensation decisions for the CEO reflect the input and oversight of all independent members of the Board.

  36. Use of Independent Compensation Consultant

    Use of Independent Compensation Consultant The Compensation Committee has authority to appoint and retain a compensation consultant. The fees for services rendered by the compensation consultant are paid by the Company. For 2024 compensation decisions, our Compensation Committee engaged Semler Brossy as its independent compensation consultant to advise on executive compensation matters including: overall compensation program design, peer group development and updates, and collecting market data to inform our compensation programs for our executives and members of our Board of Directors. We develop our compensation programs after reviewing publicly available compensation data relevant to our business, industry and companies with whom we compete for talent. Semler Brossy advised the Compensation Committee on all of the principal aspects of executive and director compensation for 2024. Semler Brossy attends meetings of the Compensation Committee when requested to do so and reports directly to our Compensation Committee and not to management, although it meets with management for purposes of gathering information for its analyses and recommendations. In addition to attending meetings of the Compensation Committee, they also meet informally with Committee members upon request. Our Compensation Committee has assessed the independence of Semler Brossy consistent with Nasdaq corporate governance rules and has concluded that its engagement with Semler Brossy does not raise any conflict of interest.

  37. Use of a Peer Group

    Use of a Peer Group The Compensation Committee approves a peer group of companies as a reference group to provide a broad perspective on competitive pay levels and practices. The peers are reviewed on an annual basis in light of the fast-moving changes at AppLovin and in our industry. We undertake this review with the assistance and recommendations of the Compensation Committee’s independent compensation consultant. In August 2023, the Compensation Committee approved a peer group for use in making 2024 compensation decisions. The Compensation Committee used the following criteria in determining the appropriate peer companies: •Industry / Sector – publicly-traded technology companies, with a focus on digital media platforms and secondary focus on internet and software; •Revenue – $500 million to $1 billion; •Market Capitalization – between $10 billion and $90 billion; and •Talent Competitors – technology companies with whom we compete for talent. Based on these criteria and considerations, our peer group for compensation analyses and decisions made between August 2023 through April 2024, as approved by our Compensation Committee, consisted of the following peer group companies:

  38. Use of a Peer Group

    | ANSYS, Inc. | Informatica Inc. | The Trade Desk, Inc. | | CrowdStrike Holdings, Inc. | MongoDB, Inc. | Twilio Inc. | | DocuSign, Inc. | Okta, Inc. | UiPath, Inc. | | Dropbox, Inc. | Roblox Corporation | Unity Software Inc. | | Elastic N.V. | Splunk, inc. | Zoom Video Communications, Inc. | | HubSpot, Inc. | | |

  39. Use of a Peer Group

    In April 2024, the Compensation Committee reviewed the peer criteria and used the following in determining the appropriate peer group companies: •Industry / Sector – publicly-traded technology companies, with a focus on digital media platforms and secondary focus on internet and software; •Revenue – greater than $1 billion; •Market Capitalization – greater than $15 billion; and •Talent Competitors – technology companies with whom we compete for talent and have a similar headcount and compensation philosophy. The Compensation Committee also considered the volatility in AppLovin’s and other technology companies’ market capitalization and how these fluctuations should be considered moving forward. After weighing these various factors, the Compensation Committee approved the following peer group companies for compensation discussions.

  40. Use of a Peer Group

    | ANSYS, Inc. | Informatica Inc. | The Trade Desk, Inc. | | Atlassian Corporation | MongoDB, Inc. | Twilio Inc. | | CrowdStrike Holdings, Inc. | Okta, Inc. | UiPath, Inc. | | Datadog, Inc. | Palantir Technology Inc. | Unity Software Inc. | | Elastic N.V. | Roblox Corporation | Zoom Video Communications, Inc. | | HubSpot, Inc. | Snowflake Inc. | |

  41. Use of a Peer Group

    The Compensation Committee considers competitive compensation data from an annual total compensation study of peer executives at the selected peer companies, coupled with relevant survey sources, including peer group proxy data, AON Radford surveys, and Mercer surveys, to inform its decisions about overall compensation opportunities and specific compensation elements. The Committee also uses information from our compensation peer group as an additional data point when considering executive pay packages. That said, our compensation decisions are not benchmarked to peer companies but are made holistically based on the consideration of many factors, including, but not limited to, individual and company performance, market data, internal pay equity, experience, and strategic needs.

  42. Compensation Decisions

    •Continue to deliver all variable pay in the form of equity compensation, i.e., no annual cash bonus program, to ensure alignment of our NEOs with the interests of our stockholders. The Compensation Committee approved RSU award amounts for non-CEO Named Executives and recommended RSU award amounts for our CEO to the Board of Directors. The Compensation Committee reviewed rigorous analyses and had multiple in-depth discussions to ensure that these compensation actions continued to support and reward the significant impact and growth for our stockholders we intend to deliver. These discussions were conducted by the Compensation Committee in executive session, with its independent advisor Semler Brossy without management present, and (except in regard to CEO pay) with the CEO. The Compensation Committee considered the various factors set forth above in “Our Compensation-Setting Process.” The Compensation Committee and Board of Directors believe their decisions are appropriate in light of outstanding 2024 performance by AppLovin and the NEOs’ and the returns delivered to stockholders.

  43. Equity Compensation

    Equity Compensation

  44. Annual Equity Grants

    Annual Equity Grants Consistent with our compensation objectives, we believe that equity awards balance the interests of our executive team and our stockholders, ensure our ability to attract and motivate our top talent, and foster an entrepreneurial culture that drives efficiency and alignment with stockholder interests. In 2024, our Compensation Committee, together with its independent compensation consultant, engaged in a market review of the total compensation of our named executive officers to consider new annual equity compensation for our NEOs taking into account existing,

  45. Annual Equity Grants

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  46. Annual Equity Grants

    vested and unvested equity and considering that we do not have an executive cash bonus program. To provide retention and incentive opportunities to our NEOs, in November 2024, the Company issued one-year RSU grants to Messrs. Foroughi, Stumpf, and Shikin, and Ms. Valenzuela to ensure their equity holdings and compensation were generally aligned with levels of compensation paid to executives in our peer group and other technology companies that recently went public. We intend to grant annual equity awards in November of the year prior to the service year the grant is intended to cover. These grants are designed to be competitive with comparable roles in the technology sector and reflective of company and individual performance, leadership contribution, and criticality of the role in our Company. Our annual RSU awards vest over one-year from the date of grant. We believe this annual grant cycle is appropriate, especially given we do not have an annual cash bonus plan, and that rewarding contributions and participation in the form of future awards motivates our leaders to be self-starters and think like owners. We further determined that RSU grants vesting over, rather than larger grants intended to vest over multiple years, were appropriate considering the uncertain economic environment because this structure provides us with greater ability to deliver intended value during the period after grant.

  47. Earned Performance-Based Equity Grant Tranches from 2023

    Earned Performance-Based Equity Grant Tranches from 2023 Our Performance-Based Equity (PSU) Program was designed as a multi-year incentive plan, aligning key executive’s compensation with long-term stockholder value. As a result of exceptional Company performance, AppLovin’s stock price exceeded every hurdle outlined in the 2023 Performance-Based Equity Grant—each sustained for 30 consecutive trading days. In total, our 2023 PSU Program was earned completely because we delivered a total market capitalization increase of more than $35 billion since the PSU grant date. As a result, all tranches of PSUs under the program were fully earned in less than 18 months, far ahead of the original five-year performance period which reinforces the significant impact our CEO and CTO have had on the growth of our business. Although the performance-based equity awards were achieved in less than 18 months, they include a one-year holding period (or in the case of our CEO, a minimum share holding requirement), ensuring that the multi-year design remained intact and aligned with the long-term interests of the Company and its stockholders. In light of this significant value delivery, for 2024, our Compensation Committee opted to grant our CEO and CTO smaller, time-based awards to continue incentivizing performance while maintaining a focus on long-term value creation.

  48. Tax Considerations

    Tax Considerations We do not provide any of our named executive officers with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Code Sections 280G, 4999, or 409A. Code Sections 280G and 4999 provide that named executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our Company that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Code Section 409A also imposes significant taxes on the individual in the event that an executive officer, director, or other service provider receives “deferred compensation” that does not meet the requirements of Code Section 409A. Under Code Section 162(m), the deductibility of executive compensation is limited to $1 million per year for the CEO and certain of our current and former highly compensated executive officers (collectively “covered employees”). While we cannot predict how the deductibility limit may impact our compensation program in future years, we intend to maintain an approach to executive compensation that strongly links pay to performance. In addition, although we have not adopted a formal policy regarding tax deductibility of compensation paid to our NEOs, the Board of Directors may consider tax deductibility under Code Section 162(m) as a factor in its compensation decisions.

  49. Disclosure of Option Award Policies and Practices

    Disclosure of Option Award Policies and Practices We have not granted stock options or other similar types of awards as part of our equity compensation programs for our employees since our initial public offering. Under our Director Compensation Policy, the type of equity award to be granted to a non-employee director for such director’s Initial Award, Annual Award, or in lieu of cash compensation to be paid for board service will be elected in advance at the discretion of the non-employee director and may consist entirely of RSUs or non-qualified stock options. We require such elections to be made during an open trading window under our Insider Trading Policy and at a time when such non-employee director does not possess material nonpublic information about us. Such awards are granted automatically on the first trading date on or after an individual becomes a non-employee director or on the date of our annual meeting in accordance with our Director Compensation Policy. Because these grants are automatic, our Board of Directors and Compensation Committee do not take material nonpublic information into account when determining the timing of such awards. These grants apply to non-employee directors only and do not relate to executive compensation. RSUs, PSUs, or other types of equity awards that we grant to directors, officers, and employees do not include an exercise price.

  50. Employment Arrangements

    Employment Arrangements We have entered into employment letters with each of our executive officers. Each of these arrangements was approved by the Compensation Committee or our Board of Directors. In filling each of our executive positions, our Board of Directors or the Compensation Committee, as applicable, recognized that we would need to develop competitive compensation packages to attract qualified nominees in a dynamic labor market. At the same time, our Board of Directors and the Compensation Committee were sensitive to the need to integrate new executive officers into the executive compensation structure, balancing both competitive and internal equity considerations. Each of our employment arrangements provides for “at will” employment (meaning that either we or the executive officer may terminate the employment relationship at any time with or without cause) and sets forth the initial compensation arrangements for the executive officer, including an initial base salary, participation in our employee benefit programs, an equity award recommendation, and, in some cases, sign-on bonuses and reimbursement or payment of relocation expenses. These employment arrangements also prohibit the executive officer from engaging directly or indirectly in competition with us during their employment, diverting our customers to a competitor, or disclosing our confidential information or business practices, and recruiting or soliciting any of our employees for a period after their employment. Our NEOs have also entered into change in control and severance agreements with the Company. These post-employment compensation terms are discussed in “Post-Employment Compensation” below.

  51. Post-Employment Compensation

    Post-Employment Compensation Each of our NEOs participates in our Executive Change in Control and Severance Plan (the “Executive Severance Plan”) which provides these individuals with certain protection in the event of their termination of employment under specified circumstances, including following a change in control of the Company. Our Executive Severance Plan was developed with input from our independent compensation consultant at the time, Radford (Aon plc), regarding severance practices at comparable companies. The Executive Severance Plan is designed to attract, retain, and reward senior level employees. The Executive Severance Plan generally is in lieu of any other severance payments and benefits to which such key employee may have been entitled to prior to signing their participation agreement. The payments and benefits provided under our Executive Severance Plan are described in the “Potential Payments on Termination or Change of Control” section on page 48. We believe that these protections were necessary to induce these individuals to accept a demanding position with the Company and help retain them. These arrangements provide reasonable compensation to an executive officer if they leave our employ under certain circumstances to facilitate transition to new employment. Further, in some instances, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement as a condition to receiving post-employment compensation payments or benefits. We also believe that these arrangements help maintain our executive officers continued focus and dedication to their assigned duties to maximize stockholder value if there is a potential transaction that could involve a change in control of the Company. The terms and conditions were approved by our Board of Directors after an analysis of competitive market data provided by our independent compensation consultant.

  52. Summary Compensation Table for Fiscal Year 2024

    Summary Compensation Table for Fiscal Year 2024 The amounts below represent the compensation awarded to, earned by, or paid to our named executive officers for the years shown.

  53. Summary Compensation Table for Fiscal Year 2024

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Adam Foroughi Chief Executive Officer | 2024 | 400,000 | — | 10,788,454 | 13,644(2) | 11,202,098 | | | 2023 | 400,000 | — | 82,949,922 | 11,756 | 83,361,678 | | | 2022 | 100,000 | — | — | 4,355 | 104,355 | | Matthew Stumpf Chief Financial Officer | 2024 | 400,000 | — | 6,983,237 | 15,184(3) | 7,398,421 | | Katie Jansen Former Chief Marketing Officer | 2024 | 400,000 | — | — | 42,672(4) | 442,672 | | | 2023 | 400,000 | — | 8,688,603 | 10,859 | 9,099,463 | | | 2022 | 400,000 | — | — | 9,957 | 409,957 | | Vasily Shikin Chief Technology Officer | 2024 | 400,000 | — | 5,394,147 | 120,675(5) | 5,914,822 | | | 2023 | 400,000 | — | 67,034,758 | 13,620 | 67,448,378 | | | 2022 | 400,000 | — | — | 12,475 | 412,475 | | Victoria Valenzuela Chief Legal Officer and Corporate Secretary | 2024 | 400,000 | — | 5,528,332 | 15,675(6) | 5,944,007 | | | 2023 | 400,000 | — | 10,935,554 | 13,620 | 11,349,174 | | | 2022 | 400,000 | — | — | 12,289 | 412,289 |

  54. Summary Compensation Table for Fiscal Year 2024

    1.Amounts shown do not reflect compensation actually received, and there can be no assurance that these amounts will ever be realized. Instead, the amount shown is the grant date fair value of the awards granted in each year computed in accordance with ASC Topic 718 — Compensation — Stock Compensation (“ASC Topic 718”), disregarding forfeiture assumptions. The grant date fair value of the RSU awards was calculated based on the closing price per share of our Class A common stock on the date of grant. The grant date fair value of PSU awards with market conditions that were granted in 2023 was determined using the Monte Carlo simulation pricing model. This requires the input of assumptions, including the expected stock volatility, the risk-free interest rate, the expected dividend yield, and the discount for post-vesting restrictions, as applicable. Information regarding the assumptions used to estimate the fair value of such PSU awards is set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2023. 2.The reported amount of all other compensation for Mr. Foroughi consists of two components: (i) an $1,800 work-from-home cash stipend paid to all employees, including Mr. Foroughi, and (ii) $11,844 in connection with 401(k) Company matching. 3.The reported amount of all other compensation for Mr. Stumpf consists of two components: (i) an $1,800 work-from-home cash stipend paid to all employees, including Mr. Stumpf, and (ii) $13,384 in connection with 401(k) Company matching. 4.The reported amount of all other compensation for Ms. Jansen consists of three components: (i) an $1,800 work-from-home cash stipend paid to all employees, including Ms. Jansen, (ii) $10,872 in connection with 401(k) Company matching, and (iii) $30,000 attributable to the Company’s payment of a required filing fee incurred by Ms. Jansen under the HSR Act which was approved by the Board of Directors. 5.The reported amount of all other compensation for Mr. Shikin consists of three components: (i) an $1,800 work-from-home cash stipend paid to all employees, including Mr. Shikin, (ii) $13,875 in connection with 401(k) Company matching, and (iii) $105,000 attributable to the Company’s payment of a required filing fee incurred by Mr. Shikin under the HSR Act which was approved by the Board of Directors. 6.The reported amount of all other compensation for Ms. Valenzuela consists of two components: (i) an $1,800 work-from-home cash stipend paid to all employees, including Ms. Valenzuela, and (ii) $13,875 in connection with 401(k) Company matching.

  55. Summary Compensation Table for Fiscal Year 2024

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  56. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table sets forth information relating to plan-based awards that were granted to our named executive officers during the year ended December 31, 2024.

  57. Grants of Plan-Based Awards in 2024

    | Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(1) | Grant Date Fair Value of Stock and Option Awards(2) | | | | Threshold | Target | Maximum | | | | | | (#) | (#) | (#) | (#) | ($) | | Adam Foroughi | 11/04/2024 | — | — | — | 67,805(1) | 10,788,454 | | Matthew Stumpf | 10/30/2024 | — | — | — | 40,683(1) | 6,983,237 | | Katie Jansen | | — | — | — | — | — | | Vasily Shikin | 11/04/2024 | — | — | — | 33,902(1) | 5,394,147 | | Victoria Valenzuela | 10/30/2024 | — | — | — | 32,207(1) | 5,528,332 |

  58. Grants of Plan-Based Awards in 2024

    1.The amounts shown reflect the RSUs granted to the NEOs under the Company’s 2021 Plan in 2024. Subject to the NEO’s continued role as a service provider to us, 1/4th of the total RSUs shall vest on February 20, 2025 and 1/4th of the RSUs shall vest quarterly thereafter. 2.Amounts reported represent the grant date fair value of RSUs calculated in accordance with FASB ASC Topic 718. The grant date fair value of RSU awards was calculated based on the closing price per share of our Class A common stock on the date of grant.

  59. Grants of Plan-Based Awards in 2024

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  60. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The following table sets forth information relating to outstanding equity awards held by our named executive officers as of December 31, 2024.

  61. Outstanding Equity Awards at 2024 Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | Number of Shares Underlying Unexercised Options Exercisable | Number of Shares Underlying Unexercised Options Unexercisable | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock that have not vested | Market value of Shares or Units of Stock that have not vested ($)(2) | | Adam Foroughi | 11/04/2024 | — | — | — | — | 67,805(3) | 21,957,293 | | Matthew Stumpf | 05/04/2021 | — | — | — | — | 12,500(4) | 4,047,875 | | | 08/17/2022 | — | — | — | — | 4,312(5) | 1,396,355 | | | 10/30/2024 | — | — | — | — | 40,683(3) | 13,174,376 | | Katie Jansen | 11/18/2020 | 54,166(6) | — | 19.52 | 11/17/2030 | — | — | | | 05/04/2021 | — | — | — | — | 37,500(4) | 12,143,625 | | Vasily Shikin | 12/16/2019 | 560,400(6) | — | 5.05 | 12/15/2029 | — | — | | | 05/04/2021 | — | — | — | — | 125,000(4) | 40,478,750 | | | 11/04/2024 | — | — | — | — | 33,902(3) | 10,978,485 | | Victoria Valenzuela | 05/04/2021 | — | — | — | — | 25,000(4) | 8,095,750 | | | 10/30/2024 | — | — | — | — | 32,207(3) | 10,429,593 |

  62. Outstanding Equity Awards at 2024 Year-End

    1.This column represents the option exercise price per share of our Class A common stock on the grant date, as determined by our Board of Directors. 2.The closing price of our Class A common stock on December 31, 2024 was $323.83. 3.These shares are subject to an RSU for which the vesting conditions are satisfied, subject to the NEOs continued role as a service provider to us, as to 1/4th of the total shares on February 20, 2025 with 1/4th of the total shares vesting quarterly thereafter. 4.These shares are subject to an RSU for which the vesting conditions are satisfied, subject to the NEOs continued role as a service provider to us, as to 2/5ths of the total shares on November 20, 2022 with 1/20th of the total shares vesting quarterly thereafter. 5.These shares are subject to an RSU for which the vesting conditions are satisfied, subject to Mr. Stumpf’s continued role as a service provider to us, as to 1/16th of the total shares on August 20, 2022 with 1/16th of the total shares vesting quarterly thereafter. 6.This option is fully vested.

  63. Outstanding Equity Awards at 2024 Year-End

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  64. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table shows the stock awards vested, and value realized upon vesting, by our named executive officers during fiscal 2024.

  65. Option Exercises and Stock Vested in 2024

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting(2) ($) | | Adam Foroughi | — | — | 6,432,189 | 577,513,004 (3) | | Matthew Stumpf | 4,686 | 272,742 | 283,454 | 32,470,877 (4) | | Katie Jansen | 20,834 | 6,251,829 | 110,321 | 15,271,131 | | Vasily Shikin | — | — | 6,427,150 | 576,815,401 (5) | | Victoria Valenzuela | 187,500 | 18,370,152 | 155,039 | 21,461,325 |

  66. Option Exercises and Stock Vested in 2024

    1. Values are based on the market price of our Class A common stock on the date of exercise less the option exercise price paid for the shares, multiplied by the number of shares for which the option was exercised. 2. Values are based on the market price of our Class A common stock on the vesting date, multiplied by the number of shares vested. 3. Mr. Foroughi’s value reflects the vesting of performance stock units (PSUs) valued at $493,672,452 on the date of vesting and the vesting of restricted stock units (RSUs) valued at $83,840,552 on the date of vesting, both as discussed above in the Compensation Discussion and Analysis—Elements of Executive Pay and 2024 Compensation—Equity Compensation—Equity Performance Based Equity Grant Tranches from 2023. 4. Mr. Stumpf’s value reflects the vesting of PSUs valued at $12,341,811 on the date of vesting and the vesting of RSUs valued at $20,129,067 on the date of vesting, both as discussed above in the Compensation Discussion and Analysis—Elements of Executive Pay and 2024 Compensation—Equity Compensation—Equity Performance Based Equity Grant Tranches from 2023. 5. Mr. Shikin’s value reflects the vesting of PSUs value at $493,672,452 on the date of vesting and the vesting of RSUs valued at $83,142,949 on the date of vesting, both as discussed above in the Compensation Discussion and Analysis—Elements of Executive Pay and 2024 Compensation—Equity Compensation—Equity Performance Based Equity Grant Tranches from 2023.

  67. Option Exercises and Stock Vested in 2024

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  68. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control

  69. Amount of Payments Upon Termination at 2024 Year-End

    Amount of Payments Upon Termination at 2024 Year-End The following tables sets forth the potential payments that would have been provided to each of our named executive officers under each of the circumstances specified below if his or her employment with us was terminated without “cause”, resignation for “good reason” or due to death or disability (as each is defined in their equity grant awards) during fiscal year 2024.

  70. Amount of Payments Upon Termination at 2024 Year-End

    | | Termination Outside of Change in Control Period ($) | | | | | Name | Annual Base Salary(1) | COBRA Premiums(2) | Acceleration of Vesting of Equity Awards | Total | | Adam Foroughi | 600,000 | 53,976 | — | 653,976 | | Matthew Stumpf | 400,000 | 36,714 | — | 436,714 | | Katie Jansen | 400,000 | 35,984 | — | 435,984 | | Vasily Shikin | 400,000 | 26,299 | — | 426,299 | | Victoria Valenzuela | 400,000 | 35,984 | — | 435,984 |

  71. Amount of Payments Upon Termination at 2024 Year-End

    1.Based on a lump sum payment equal to 12 months of the named executive officer’s annual base salary, or 18 months in the case of Mr. Foroughi. 2.Based on a reimbursement, or taxable lump sum payment in lieu of reimbursement, equal to the premium cost of continued health coverage under COBRA for a period of 12 months, or 18 months in the case of Mr. Foroughi. Amounts in the table are based on estimated premium cost of continued health coverage under COBRA for the 12 or 18 months beginning January 2025.

  72. Amount of Payments Upon Termination at 2024 Year-End

    | | Termination within Change in Control Period ($) | | | | | Name | Annual Base Salary(1) | COBRA Premiums(2) | Acceleration of Vesting of Equity Awards(3) | Total | | Adam Foroughi | 800,000 | 71,969 | 21,957,293 | 22,829,262 | | Matthew Stumpf | 600,000 | 55,072 | 18,618,606 | 19,273,678 | | Katie Jansen | 600,000 | 53,976 | 12,143,625 | 12,797,601 | | Vasily Shikin | 600,000 | 39,448 | 51,457,235 | 52,096,683 | | Victoria Valenzuela | 600,000 | 53,976 | 18,525,343 | 19,179,319 |

  73. Amount of Payments Upon Termination at 2024 Year-End

    1.Based on a lump sum payment equal to 18 months of the named executive officer’s annual base salary, or 24 months in the case of Mr. Foroughi. 2.Based on a reimbursement, or taxable lump sum payment in lieu of reimbursement, equal to the premium cost of continued health coverage under COBRA for a period of 18 months, 24 months in the case of Mr. Foroughi. Amounts in the table are based on estimated premium cost of continued health coverage under COBRA for the 18 or 24 months beginning January 2025. 3.Based on 100% accelerated vesting of all outstanding equity awards.

  74. Amount of Payments Upon Termination at 2024 Year-End

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  75. Pay Versus Performance

    Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Act (“PvP Rules”), we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with the PvP Rules. Since our executive compensation is heavily tied to the value of our stock price, large appreciation, such as the 713% increase throughout 2024, directly increase compensation actually paid. Specifically, the compensation actually paid in 2023 and 2024 was influenced by the 2023 PSU grants, as their vesting is solely tied to stock price performance over a five-year performance window. Due to the strong stock performance in 2023 and 2024, the 2023 PSU grants fully vested in less than 18 months of the grant. Such PSU grants were not awarded to our named executive officers in 2024. Additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis”. The following table provides information regarding compensation actually paid to our principal executive officer (“PEO”), and other named executive officers (“non-PEO NEOs”) for each year from 2021 to 2024, compared to our total shareholder return (“TSR”) and an index of peer companies from April 15, 2021 through the end of each such year and our net income for each such year. April 15, 2021 is the first day our common stock began trading on the Nasdaq Stock Exchange.

  76. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for PEO (b)(1)(2) | Compensation Actually Paid to PEO (c)(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs (d)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs (d)(1)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) (h)(6) | Stock Price (i)(7) | | | | | | | Total Shareholder Return (f)(4) | S&P 500 Information Technology Index Total Shareholder Return (g)(5) | | | | 2024 | $11,202,098 | $385,953,293 | $4,924,980 | $124,761,691 | $496.67 | $189.02 | $1,580 | $298.00 | | 2023 | $83,361,678 | $286,889,079 | $22,760,940 | $79,920,602 | $61.12 | $138.37 | $357 | $36.26 | | 2022 | $104,355 | $104,355 | $411,799 | $(74,612,715) | $16.15 | $87.66 | $(193) | $9.30 | | 2021 | $104,346 | $104,346 | $14,359,442 | $46,809,649 | $144.57 | $122.08 | $35 | $83.75 |

  77. Pay Versus Performance

    1.NEOs included in these columns reflect the following individuals:

  78. Pay Versus Performance

    | Year | PEO | Non-PEO NEO’s | | 2024 | Adam Foroughi | Matthew Stumpf, Katie Jansen, Vasily Shikin, Victoria Valenzuela | | 2023 | Adam Foroughi | Herald Chen, Katie Jansen, Vasily Shikin, Victoria Valenzuela | | 2022 | Adam Foroughi | Herald Chen, Katie Jansen, Vasily Shikin, Victoria Valenzuela | | 2021 | Adam Foroughi | Herald Chen, Katie Jansen, Vasily Shikin, Victoria Valenzuela |

  79. Pay Versus Performance

    2.This figure is the total compensation paid to our PEO in each listed year as shown in our Summary Compensation Table for such listed year. 3.This figure is the compensation actually paid for our PEO and non-PEO NEOs in each listed year. Compensation actually paid does not mean that our PEO and non-PEO NEOs were actually paid those amounts in the listed year or will ever be paid these amounts, but this is a dollar amount derived by starting with the Summary Compensation Table total compensation and then applying certain adjustments pursuant PvP Rules. To calculate compensation actually paid for 2023 and 2024, the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table:

  80. Pay Versus Performance

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  81. Pay Versus Performance

    | | PEO | | Average For Non-PEO NEOs | | | | 2024 | 2023 | 2024 | 2023 | | | ($) | ($) | ($) | ($) | | Summary Compensation Table Total | $11,202,098 | $83,361,678 | $4,924,980 | $22,760,940 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(a) | $10,788,454 | $82,949,922 | $4,476,429 | $22,348,050 | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(b) | $21,957,293 | $213,930,648 | $8,645,613 | $47,662,253 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | $— | $— | $14,505,130 | $3,460,490 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | $— | $72,546,675 | $— | $22,295,047 | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(c) | $363,582,356 | $— | $101,162,396 | $6,089,922 | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(c) | $— | $— | $— | $— | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | $— | | Compensation Actually Paid | $385,953,293 | $286,889,079 | $124,761,691 | $79,920,602 |

  82. Pay Versus Performance

    a.For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. b.The values for 2023 have been updated from those presented in the 2023 Proxy Statement to correct the inadvertent exclusion of the November 2023 grants to the named executive officers in 2023. As a result, the compensation actually paid for 2023 for our PEO and non-PEO NEOs have been updated accordingly. c.The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement.

  83. Pay Versus Performance

    | | 2024 | | Performance Share Units | | | Stock Price | $68.86 - $129.08 | | Volatility | 56.42% - 61.89% | | Risk-Free Interest Rate | 3.74% - 4.91% | | Stock Options | | | Expected Term | 2.08 years – 2.93 years | | Volatility | 60.48% - 68.40% | | Dividend Yield | —% | | Risk-Free Interest Rate | 3.46% - 4.82% |

  84. Pay Versus Performance

    4.Total shareholder return is calculated by assuming that a $100 investment was made based on the closing stock price on the IPO date of April 15, 2021 and reinvesting all dividends until the last day of each reported fiscal year. 5.The peer group used is the S&P 500 Index Information Technology Index, as used in our Stock Performance Graph in Form 10-K. Total shareholder return is calculated by assuming that a $100 investment was made based on the closing stock price on the IPO date of April 15, 2021 and reinvesting all dividends until the last day of each reported fiscal year. 6.The dollar amounts reported are AppLovin’s net income reflected in AppLovin’s audited financial statements.

  85. Pay Versus Performance

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  86. Pay Versus Performance

    7.The performance share units granted to the PEO and non-PEO NEOs are based on the minimum closing stock price over a thirty consecutive trading date period meeting or exceeding specified stock price hurdles during a five-year performance period. AppLovin does not utilize any other financial performance measures, as defined under SEC rules, in its executive compensation programs, and as such has determined to use the 30 trading day trailing minimum closing stock price of our common stock as of the end of each fiscal year (the “Stock Price”), as the most important financial performance measure used by us to link compensation actually paid to our PEO and non-PEO NEOs for the fiscal year ended December 31, 2024 to our performance.

  87. Description of Relationships Between Compensation Actually Paid and Performance

    Description of Relationships Between Compensation Actually Paid and Performance Below is a description, in a manner compliant with the PvP Rules, of the relationship between Compensation Actually Paid and the individual performance measures shown.

  88. Compensation Actually Paid (CAP) Versus TSR

    Compensation Actually Paid (CAP) Versus TSR Our total shareholder return, based on a $100 investment in AppLovin on its IPO date of April 15, 2021, was $144.57 as of the end of 2021, $16.15 as of the end of 2022, $61.12 as of the end of 2023, and $496.67 at the end of 2024. These indexed investment returns translate into annual total shareholder return rates of 44.57%, -83.85%, -38.88%, and 396.67% in each of 2021, 2022, 2023, and 2024. CEO CAP amounts were $104,346, $104,355, $286,889,079, and $385,953,293 in each of 2021, 2022, 2023, and 2024, respectively. Similarly, our other NEO CAP amounts as averaged were $46,809,649, -$74,612,715, $79,920,602, and $124,761,691 in 2021, 2022, 2023, and 2024 respectively. As a result, the trajectory of our CAP values and total shareholder return are directionally aligned over the timeframe that the table covers because our total shareholder return increased and decreased year-to-year in accordance with increases and decreases in CAP.

  89. Compensation Actually Paid Versus Net Income

    Compensation Actually Paid Versus Net Income Our GAAP net income was $35.3 million in 2021, -$192.9 million in 2022, $356.7 million in 2023, and $1,580 million in 2024. CEO CAP amounts were $104,346, $104,355, $286,889,079, and $385,953,293 in each of 2021, 2022, 2023, and 2024, respectively. Similarly, our other NEO CAP amounts as averaged were $46,809,649, -$74,612,715, $79,920,602, and $124,761,691 in 2021, 2022, 2023, and 2024 respectively. As a result, the trajectory of our CAP values and GAAP net income are directionally aligned over the timeframe that the table covers.

  90. Compensation Actually Paid Versus Stock Price

    Compensation Actually Paid Versus Stock Price Our Company-selected measure, stock price, was $65.20 at the close of our first trading date on April 15, 2021. Our stock price was $83.75 as of 2021, $9.30 as of 2022, $36.26 as of 2023, and $298.00 as of 2024, determined as the 30 trading day trailing minimum closing stock price of our common stock as of the end of each fiscal year. These translate into price changes of 28.45%, -88.90%, 289.89%, and 721.84% in each of 2021 (from the closing price on our first trading date through the 30 day trailing minimum closing stock price as of year-end), 2022, 2023, and 2024. CEO CAP amounts were $104,346, $104,355, $286,889,079, and $385,953,293 in each of 2021, 2022, 2023, and 2024, respectively. Our other NEO CAP amounts as averaged were $46,809,649, -$74,612,715, $79,920,602, and $124,761,691 in 2021, 2022, 2023, and 2024, respectively. As a result, the trajectory of our CAP values and stock price are directionally aligned over the timeframe that the table covers because our stock price increased and decreased year-to-year in accordance with increases and decreases in CAP.

  91. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act of 2010, AppLovin is required to calculate and disclose the total compensation paid to its median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to the CEO of AppLovin. The paragraphs that follow describe our methodology and the resulting CEO pay ratio.

  92. Methodology and Pay Ratio

    Methodology and Pay Ratio After applying our CACM methodology and excluding the employees listed above, we identified the median employee. Once the median employee was identified, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table on page 44. Although our median employee’s compensation was calculated using Summary Compensation Table requirements, this employee is located in Germany, holds a generalist position and was not eligible for equity, which resulted in only his total cash compensation of $98,555 being included. Our CEO’s compensation as reported in the Summary Compensation Table was $11,202,098. Therefore, our CEO to median employee pay ratio is 114:1. As a result of our performance-based equity program, this was an exceptional year for equity grants for our CEO for the reasons discussed above; and if you were to assess the pay ratio based only on total cash compensation, the pay ratio would have been 4.1:1. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

  93. Methodology and Pay Ratio

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  94. Methodology and Pay Ratio

    Equity Compensation Plan Information The following table summarizes our equity compensation plan information as of December 31, 2024. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders.

  95. Methodology and Pay Ratio

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) | | Equity compensation plans approved by security holders(1) | 6,390,000 | 6.30(2) | 88,056,549(3) |

  96. Methodology and Pay Ratio

    1.Includes the 2011 Plan, the 2021 Plan, the ESPP and the 2021 Partner Studio Incentive Plan (“2021 Partner Plan”). The 2011 Plan was terminated for purposes of new grants effective April 2021. 2.RSUs, which do not have an exercise price, are excluded in the calculation of weighted-average exercise price. 3.As of December 31, 2024, an aggregate of 88,056,549 shares of Class A common stock were available for issuance under the 2021 Plan, the 2021 Partner Plan, and the ESPP. The 2021 Plan provides that on the first day of each year beginning on January 1, 2022, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 39,000,000 shares, (ii) 5% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as our Board of Directors may determine. The ESPP provides that on the first day of each year beginning January 1, 2022, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 7,800,000 shares, (ii) 1% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as our Board of Directors may determine. On January 1, 2025, the number of shares of Class A common stock available for issuance under the 2021 Plan and the ESPP increased by 17,002,087 shares and 3,400,417 shares, respectively, pursuant to these provisions. These changes are not reflected in the table above.

  97. Methodology and Pay Ratio

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  98. Methodology and Pay Ratio

    Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2025 for: •each of our named executive officers; •each of our directors; •all of our current directors and executive officers as a group; and •each person or group known by us to be the beneficial owner of more than 5% of our Class A or Class B common stock. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have based our calculation of the percentage of beneficial ownership on 307,673,018 shares of our Class A common stock, 30,688,541 shares of our Class B common stock, and no shares of our Class C common stock outstanding as of March 31, 2025. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2025 or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of March 31, 2025, to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o AppLovin Corporation, 1100 Page Mill Road, Palo Alto, California 94304. The information provided in the table below is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.

  99. Methodology and Pay Ratio

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  100. Methodology and Pay Ratio

    | | Amount and Nature of Beneficial Ownership | | | | Percent of Total Voting Power (%) | | | Class A Shares | | Class B Shares | | | | Name of Beneficial Owner | (#) | % | (#) | % | | | Named Executive Officers and Directors: | | | | | | | Adam Foroughi(1) | 2,835,590 | * | 27,936,907 | 91 | 60.9 | | Matthew Stumpf(2) | 177,923 | * | — | — | * | | Katie Jansen(3) | 815,371 | * | — | — | * | | Vasily Shikin(4) | 3,943,840 | 1.3 | — | — | * | | Victoria Valenzuela(5) | 335,885 | * | — | — | * | | Craig Billings(6) | 18,537 | * | — | — | * | | Herald Chen(7) | 811,209 | * | 2,397,668 | 7.4 | 5.1 | | Margaret Georgiadis(8) | 186,978 | * | — | — | * | | Alyssa Harvey Dawson | 3,745 | * | — | — | * | | Barbara Messing(9) | 3,252 | * | — | — | * | | Todd Morgenfeld(10) | 5,917 | * | — | — | * | | Edward Oberwager | — | — | — | — | — | | Eduardo Vivas(11) | 7,420,122 | 2.4 | — | — | * | | Maynard Webb(12) | 147,886 | * | — | — | * | | All current directors and executive officers as a group (13 persons)(13) | 15,890,884 | 5.2 | 30,334,575 | 93.7 | 65.1 | | Shares subject to the Voting Agreement(14) | 3,646,799 | 1.2 | 32,368,742 | 100 | 68.2 | | Greater than 5% stockholders | | | | | | | Angel Pride Holdings Limited(15) | 17,244,541 | 5.6 | — | — | 1.9 | | BlackRock, Inc.(16) | 16,722,404 | 5.4 | — | — | 1.8 | | The Vanguard Group(17) | 16,617,139 | 5.4 | — | — | 1.8 |

  101. Methodology and Pay Ratio

    *Represents beneficial ownership or voting power of less than 1%. 1.Consists of (i) 2,818,638 shares of Class A common stock held by Mr. Foroughi, (ii) 27,936,907 shares of Class B common stock held by Mr. Foroughi, and (iii) 16,952 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2025. Mr. Foroughi and Mr. Chen (collectively, with certain affiliates, the “Voting Agreement Parties"), have entered into the Voting Agreement, pursuant to which all Class B common stock held by the Voting Agreement Parties and their respective permitted entities and permitted transferees will be voted as determined by Mr. Foroughi and Mr. Chen. 2.Consists of (i) 163,908 shares of Class A common stock held by Mr. Stumpf, and (ii) 14,015 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2025. 3.Consists of (i) 799,910 shares of Class A common stock held by Ms. Jansen, (ii) 6,086 shares of Class A common stock held by The Jansen Family Trust, for which Ms. Jansen serves as trustee, and (iii) 9,375 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2025. 4.Consists of (i) 3,343,715 shares of Class A common stock held by Mr. Shikin, (ii) 560,400 shares of Class A common stock subject to stock options held by Mr. Shikin that are exercisable within 60 days of March 31, 2025, and (iii) 39,725 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2025. 5.Consists of (i) 321,583 shares of Class A common stock held by Ms. Valenzuela, and (ii) 14,302 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2025. 6.Consists of 18,537 shares of Class A common stock subject to stock options held by Mr. Billings that are exercisable within 60 days of March 31, 2025. 7.Consists of (i) 421,209 shares of Class A common stock held by Mr. Chen, (ii) 190,000 shares of Class A common stock held by The Chen Family 2012 Irrevocable Trust, Herald Y. & Mei K. Chen as Trustees (The Chen Family Trust), for which Mr. Chen and his spouse serve as trustees, (iii) 200,000 shares of Class A common stock held by The 2023 High Street CRAT, for which Mr. Chen and his spouse serve as trustees, (iv) 717,467 shares of Class B common stock held by Mr. Chen, and (v) 1,680,201 shares of Class B common stock subject to stock options held by Mr. Chen that are exercisable within 60 days of March 31, 2025 (after giving effect to the Equity Exchange Right Agreement).

  102. Methodology and Pay Ratio

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  103. Methodology and Pay Ratio

    The Voting Agreement Parties have entered into the Voting Agreement, pursuant to which all Class B common stock held by the Voting Agreement Parties and their respective permitted entities and permitted transferees will be voted as determined by Mr. Foroughi and Mr. Chen. 8.Consists of (i) 32,478 shares of Class A common stock held by Ms. Georgiadis and (ii) 154,500 shares of Class A common stock held by Blue Sage Partners, LLC, for which Ms. Georgiadis and her spouse share voting and dispositive power. 9.Consists of (i) 2,683 shares of Class A common stock held by Ms. Messing, and (ii) 569 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2025. 10.Consists of (i) 5,084 shares of Class A common stock held by Mr. Morgenfeld and (ii) 833 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2025. 11.Consists of (i) 7,404,585.249 shares of Class A common stock held by Mr. Vivas and (ii) 15,537 shares of Class A common stock subject to stock options held by Mr. Vivas that are exercisable within 60 days of March 31, 2025. 12.Consists of 147,886 shares of Class A common stock held by Webb Investment Network, for which Mr. Webb and his spouse share voting and dispositive power. 13.Consists of (i) 15,210,014.249 shares of Class A common stock held by our executive officers and directors, (ii) 28,654,374 shares of Class B common stock held by our executive officers and directors (iii) 680,870 shares of Class A common stock subject to stock options, and RSUs held by our executive officers and directors that are exercisable or scheduled to vest within 60 days of March 31, 2025, (iv) 1,680,201 shares of Class A common stock subject to stock options held by Mr. Chen that are exercisable within 60 days of March 31, 2025 (which may be exchanged for shares of Class B common stock, and are reported in the table above as such, pursuant to the Equity Exchange Right Agreement). 14.Consists of (i) 3,629,847 shares of Class A common stock held by the Voting Agreement Parties, (ii) 30,688,541 shares of Class B common stock held by the Voting Agreement Parties, (iii) 16,952 shares of Class A common stock subject to RSUs scheduled to vest within 60 days of March 31, 2025, and (iv) 1,680,201 shares of Class A common stock subject to stock options held by Mr. Chen that are exercisable within 60 days of March 31, 2025 (which may be exchanged for shares of Class B common stock, and are reported in the table above as such, pursuant to the Equity Exchange Right Agreement). 15.Based solely on a Schedule 13G/A filed with the SEC on January 30, 2025, reporting shared voting power and shared dispositive power with respect to 17,244,541 shares of Class A common stock by Angel Pride Holdings Limited (“Angel Pride”) and Prominence Trust Limited (“Prominence Trust”). These shares are held of record by Angel Pride, of which Prominence Trust is the sole shareholder. Prominence Trust may be deemed to share beneficial ownership over such shares. The principal business address for Angel Pride is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The principal business address for Prominence Trust is 18/F, Three Exchange Square 8 Connaught Road, Central, Hong Kong. 16.Based solely on a Schedule 13G/A filed with the SEC on April 17, 2025, reporting sole voting power with respect to 15,384,876 shares of Class A common stock and sole dispositive power with respect to 16,722,404 shares of Class A common stock. The address for BlackRock, Inc. is 50 Hudson Yards New York, NY 10001. 17.Based solely on a Schedule 13G/A filed with the SEC on January 30, 2025, reporting shared voting power with respect to 181,090 shares of Class A common stock, sole dispositive power with respect to 16,009,016 shares of Class A common stock and shared dispositive power with respect to 608,123 shares of Class A common stock. The address for The Vanguard Group is 100 Vanguard Blvd. Malvern, PA 19355.

  104. Methodology and Pay Ratio

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  105. Methodology and Pay Ratio

    Certain Relationships, Related Party, and Other Transactions