DEF 14A of AppLovin Corp, Apr 21, 2026

DEF 14A of AppLovin Corp

Filed Apr 21, 2026 · FY20250001751008-26-000028

Open on EDGAR

  1. Compensation Highlights

    | | What We Do | | What We Don’t Do | | | RSUs as primary component of executive compensation to maintain stockholder alignment | | No executive base salary increases since initial public offering | | | Independent compensation consultant advises on executive and outside director compensation | | No annual cash bonus program for executive officers | | | Equity ownership guidelines exceeded by all officers and directors | | No “Golden Parachute” tax reimbursements | | | Compensation Committee oversees compensation for key engineering talent in addition to executive officers | | No single-trigger change of control acceleration for executive officers | | | Hedging and pledging limitations in our insider trading policy | | No “evergreen” increases to our equity plans for 2026 |

  2. Director Nominees’ Skills and Expertise

    Director Nominees’ Skills and Expertise

  3. Director Nominees’ Skills and Expertise

    | | | Director Nominees | | | | | | | | | | Skills and Expertise | | Adam Foroughi | Craig Billings | Herald Chen | Margaret Georgiadis | Barbara Messing | Todd Morgenfeld | Victoria Valenzuela | Eduardo Vivas | Maynard Webb | | CEO or Founder Experience | | | | | | | | | | | | Industry Expertise | | | | | | | | | | | | Marketing & Digital Media | | | | | | | | | | | | Public Company Experience | | | | | | | | | | | | Cyber Security & Data Privacy | | | | | | | | | | | | Financial & Accounting | | | | | | | | | | | | Global Operational Expertise | | | | | | | | | | | | Risk Management & Corporate Governance | | | | | | | | | | | | Human Capital & Talent Development | | | | | | | | | | |

  4. Director Nominees’ Skills and Expertise

    | CEO or Founder Experience | | Industry Expertise | | Marketing & Digital Media | | | Experience and skills in leadership, management, and business strategy as a chief executive officer and/or founder at a large publicly traded or private company. | | In-depth knowledge and expertise in the creation, management, and optimization of products within the advertising technology and/or artificial intelligence space, including building and improving tools, platforms and strategies that help companies reach their audiences. | | 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. | | | Public Company Experience | | Cyber Security & Data Privacy | | 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 cyber security and data privacy capabilities, including protection from threats such as cyberattacks, hacking, data breaches, malware, and other forms of digital security vulnerabilities; data governance and managing sensitive personal and organizational data; and compliance with respect to privacy laws and regulations. | | Experience in positions requiring a deep understanding of financial principles, accounting standards, tax strategies, auditing, and reporting. | | | Global Operational Expertise | | Risk Management & Corporate Governance | | Human Capital & Talent Development | | | Leadership position in an organization managing day-to-day business operations at scale and/or international operations, providing knowledge and expertise in executing business activities and strategies 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 allow a company to best operate in an ethical, accountable, and transparent manner. | | Management experience involving strategies and practices aimed at maximizing the potential of an organization’s workforce. | |

  5. Director Nominees’ Skills and Expertise

    | | AppLovin Corporation | 5 | 2026 Proxy Statement |

  6. Director Nominees

    Director Nominees

  7. Director Nominees

    | | 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 served as Chairperson of our Board of Directors from March 2021 until April 2026. 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 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 | | | | | | Chief Executive Officer and Co-Founder | | | | | | Director | | | | | | | Skills | | | | | Age: 45 Director Since: 2011 Committees: None | | | | | | | | CEO or Founder Experience | | Cyber Security & Data Privacy | | | | Industry Expertise | | Global Operational Expertise | | | | Marketing & Digital Media | | Human Capital & Talent Development | | | | Public Company | | |

  8. Director Nominees

    | | AppLovin Corporation | 6 | 2026 Proxy Statement |

  9. Director Nominees

    | | Mr. Billings has served as a member of our Board of Directors since December 2020 and as our Chairperson since April 2026. Mr. Billings previously served as our Lead Independent Director from February 2021 until his appointment as our independent Chairperson. 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. Since August 2018, he has also served as a Director of Wynn Macau, Limited, a majority owned subsidiary of Wynn Resorts that is listed on the Hong Kong Stock Exchange. 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 | | | | | | Chairperson | | | | | | Independent Director | | | | | | Age: 53 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—qualities that bring a strategic perspective to the boardroom and position him to guide us through complex challenges and growth opportunities. | | | | | | Skills | | | | | | | CEO or Founder Experience | | Financial & Accounting | | | | Marketing & Digital Media | | Global Operational Expertise | | | | Public Company | | Risk Management & Corporate Governance |

  10. Director Nominees

    | | AppLovin Corporation | 7 | 2026 Proxy Statement |

  11. Director Nominees

    | | 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. (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: 56 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, strategic transactions, 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 | | | | | | | CEO or Founder Experience | | Financial & Accounting | | | | Industry Expertise | | Global Operational Expertise | | | | Public Company | | |

  12. Director Nominees

    | | AppLovin Corporation | 8 | 2026 Proxy Statement |

  13. Director Nominees

    | | 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 a CEO-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 to 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: 62 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 background spans product development, ad tech, and data privacy, complemented by strong financial, accounting and risk management acumen. A leader in corporate governance with a strong track record in international operations, strategic transactions, and talent development, she provides critical oversight while driving innovation and growth. | | | | | | Skills | | | | | | | CEO or Founder Experience | | Financial & Accounting | | | | Industry Expertise | | Global Operational Expertise | | | | Marketing & Digital Media | | Risk Management & Corporate Governance | | | | Public Company | | Human Capital & Talent Development | | | | Cyber Security & Data Privacy | | |

  14. Director Nominees

    | | AppLovin Corporation | 9 | 2026 Proxy Statement |

  15. Director Nominees

    | | Ms. Messing has served as a member of our Board of Directors since March 2024. Ms. Messing has served as an Operating Partner at Stripes, LLC (“Stripes Group”), a leading growth equity firm since January 2026. Prior to joining Stripes Group, Ms. Messing served as Chief Marketing & Communications Officer at Roblox Corp. (NYSE: RBLX), an online gaming platform, from August 2020 to December 2023 and previously served as Chief Marketing Officer and People Experience Officer from August 2020 to July 2023. Previously, 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 previously served on the board of directors of Vacasa, Inc., a leading platform for vacation rental management, from 2021 to 2025, Overstock.com, Inc., an internet retailer, from 2020 to 2023, and XO Group, Inc., which merged with WeddingWire in December 2018, from 2014 to 2018. Ms. Messing received her B.A. from Northwestern University and her J.D. from Stanford Law School. | | | | | Barbara Messing | | | | | | Independent Director | | | | | | Age: 54 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 ad tech, along with a strong background in building and scaling online platforms. Her experience in human capital and talent development further enhances our ability to drive organizational growth and foster leadership excellence. | | | | | | Skills | | | | | | | Marketing & Digital Media | | Global Operational Expertise | | | | Public Company | | Human Capital & Talent Development |

  16. Director Nominees

    | | AppLovin Corporation | 10 | 2026 Proxy Statement |

  17. Director Nominees

    | | 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), a discovery and social media platform, including Chief Financial Officer and Head of Business Operations (CFO/COO) 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 from 2004 to 2013. Mr. Morgenfeld currently serves 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; and Axon Enterprise, Inc. (NASDAQ: AXON), a technology leader in global public safety. 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: 54 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 | | | | | | | Industry Expertise | | Financial & Accounting | | | | Marketing & Digital Media | | Global Operational Expertise | | | | Public Company | | Risk Management & Corporate Governance |

  18. Director Nominees

    | | AppLovin Corporation | 11 | 2026 Proxy Statement |

  19. Director Nominees

    | | Ms. Valenzuela is standing for election as a member of our Board of Director for the first time. Ms. Valenzuela has served as our Chief Administrative & Legal Officer and Corporate Secretary since July 2025. She previously served as our Chief Legal Officer and Corporate Secretary from May 2020 through July 2025. Ms. Valenzuela joined us through our acquisition of Machine Zone, Inc. where she served as Chief Legal Officer and Corporate Secretary from January 2015 to April 2020. From May 2004 to December 2014, she served as General Counsel, Vice President, Legal Affairs, and Corporate Secretary of Cypress Semiconductor Corporation, a public semiconductor company acquired by Infineon Technologies AG. Prior to Cypress Semiconductor, she was a corporate and technology attorney with Brobeck, Phleger & Harrison, LLP and Clifford Chance LLP. She holds a B.A. in Political Science from California State University, Fullerton and a J.D. from Stanford University Law School. | | | | | Victoria Valenzuela | | | | | | Director Nominee | | | | | | Age: 52 | Qualifications | | | | | | Ms. Valenzuela was selected to serve on our Board of Directors because of her deep Company and industry knowledge as an executive at AppLovin and other technology companies. She has expertise in legal and regulatory matters, in particular with respect to ad tech, cybersecurity and data privacy matters. Ms. Valenzuela also has extensive experience in mergers, acquisitions and strategic transactions, as well as strong experience in human capital and talent development. | | | | | | Skills | | | | | | | Industry Expertise | | Global Operational Expertise | | | | Marketing & Digital Media | | Risk Management & Corporate Governance | | | | Public Company | | Human Capital & Talent Development | | | | Cyber Security & Data Privacy | | |

  20. Director Nominees

    | | AppLovin Corporation | 12 | 2026 Proxy Statement |

  21. Director Nominees

    | | Mr. Vivas has served as a member of our Board of Directors since August 2018. Mr. Vivas served as Chief Operating Officer at Humans, Inc., the developer of the Flip Shop social shopping app, from March 2024 to September 2025. 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 of from October 2011 to February 2014. Qualifications | | | | | Eduardo Vivas | | | | | | Independent 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 ad tech 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: 40 Director Since: 2018 Committees: Nominating and Corporate Governance | | | | | | | Skills | | | | | | | CEO or Founder Experience | | Global Operational Expertise | | | | Industry Expertise | | Human Capital & Talent Development | | | | Marketing & Digital Media | | |

  22. Director Nominees

    | | AppLovin Corporation | 13 | 2026 Proxy Statement |

  23. Director Nominees

    | | 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: 70 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 ad tech, 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 | | | | | | | CEO or Founder Experience | | Financial & Accounting | | | | Industry Expertise | | Global Operational Expertise | | | | Public Company | | Risk Management & Corporate Governance | | | | Cyber Security & Data Privacy | | Human Capital & Talent Development |

  24. Director Nominees

    | | AppLovin Corporation | 14 | 2026 Proxy Statement |

  25. Executive Compensation & Performance Evaluation

    Executive Compensation & Performance Evaluation •overseeing the annual performance evaluation of our CEO and considering the CEO’s evaluation of senior management when determining executive compensation; •reviewing and making recommendations to the Board regarding CEO compensation, and reviewing and approving, or making recommendations to the Board regarding, compensation for our other executive officers, including base salary, annual and long-term incentives, and benefits; •administering employment agreements, severance arrangements, and change-in-control protections for executive officers;

  26. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating and Corporate Governance Committee uses a variety of methods, including from time to time 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. 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, 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

  27. Considerations in Evaluating Director Nominees

    | | AppLovin Corporation | 21 | 2026 Proxy Statement |

  28. Considerations in Evaluating Director Nominees

    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.

  29. 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. Our Director Compensation Policy is reviewed at least annually by our Compensation Committee and its independent advisor, Semler Brossy, to maintain competitive compensation levels to help us attract qualified non-employee director nominees and retain our existing non-employee directors. Effective April 2026, we amended our Director Compensation Policy to increase our compensation for the chairperson and members of the Audit Committee and Compensation Committee and to increase our compensation for the independent Chairperson, given that we had not modified the compensation level for such role since our initial public offering. 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.

  30. Annual Non-Employee Director Compensation

    Annual Non-Employee Director Compensation

  31. Annual Non-Employee Director Compensation

    | | AppLovin Corporation | 24 | 2026 Proxy Statement |

  32. Cash Compensation

    In February 2025, the compensation for the Nominating and Corporate Governance Committee chair and members were increased from $15,000 and $5,000, respectively. Each non-employee director who serves as the chairperson of a committee will receive only the annual cash fee as the chairperson of the committee, and not the additional annual cash fee as a committee member. All cash payments to non-employee directors are paid quarterly in arrears on a pro-rated basis, and non-employee directors can elect to receive an award of restricted stock units (“RSUs”) or non-qualified stock options in lieu of cash compensation. For such elections, the equity award has a grant date fair value (determined in accordance with U.S. generally accepted accounting principles (“GAAP”)) of the forgone cash amount, rounded down to the nearest whole share.

  33. Equity Compensation

    Equity Compensation

  34. Initial Award

    Initial Award Each person who first becomes a non-employee director will be granted an initial award on the first trading date on or after the date on which such individual first becomes a non-employee director (the “Initial Award”) covering a number of shares of our Class A common stock having a grant date fair value (determined in accordance with GAAP) of $500,000, rounded down to the nearest whole share. The Initial Award will vest in twelve (12) equal quarterly installments beginning on the first standard quarterly vesting date to occur after such individual first becomes a non-employee director and each subsequent standard quarterly vesting date thereafter, subject to the non-employee director continuing to be a service provider through the applicable vesting date. Our standard quarterly vesting dates are February 20, May 20, August 20, and November 20. If the person was a member of our Board of Directors and also an employee, becoming a non-employee director due to termination of employment does not entitle them to an Initial Award. The type of equity award to be granted to a non-employee director will be elected in advance at the discretion of the non-employee director and may consist entirely of RSUs or non-qualified stock options.

  35. Annual Award

    Annual Award On the date of each annual meeting of our stockholders, each non-employee director will automatically receive an annual equity award (an “Annual Award”) covering a number of shares of our Class A common stock having a grant date fair value (determined in accordance with GAAP) of $300,000, rounded down to the nearest whole share. The Annual Award will vest on the earlier of (i) the one (1) year anniversary of the date the Annual Award is granted or (ii) the day prior to the date of the annual meeting next following the date the Annual Award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date. The type of equity award to be granted to a non-employee director will be elected in advance of an annual meeting at the discretion of the non-employee director and may consist entirely of RSUs or non-qualified stock options.

  36. Change in Control

    Change in Control In the event of a “change in control” (as defined in our 2021 Equity Incentive Plan (the “2021 Plan”)), each non-employee director’s outstanding award(s) will fully vest, provided that the non-employee director continues to be a non-employee director through the date of the change in control.

  37. Change in Control

    | | AppLovin Corporation | 25 | 2026 Proxy Statement |

  38. Maximum Annual Compensation Limit

    Maximum Annual Compensation Limit The Director Compensation Policy includes a maximum annual limit of $1,000,000 in total cash and equity compensation awards that may be paid, issued, or granted to a non-employee director in the first year of such director’s service and $750,000 in any subsequent fiscal year. For purposes of this limitation, the value of equity awards is based on the grant date fair value (determined in accordance with GAAP). Any cash compensation paid or equity awards granted to a person for their service as an employee, or for their service as a consultant (other than as a non-employee director), will not count for purposes of the limitation. Additionally, reimbursement or payment by the Company of a director’s filing fees incurred under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (an “HSR Filing Fee”) will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.

  39. 2025 Compensation

    1.Mses. Harvey Dawson and Messing and Mr. Webb elected to receive a portion of their cash retainers in the form of fully vested RSU awards, receiving 147, 147, and 57 RSUs, respectively. In accordance with SEC guidance, the cash retainer that each director elected to receive in RSUs is reported as though they had been paid in cash and such retainer had not been converted into RSUs. 2.Amounts shown do not reflect compensation actually received by the director, and there can be no assurance that these amounts will ever be realized by the director. Instead, the amount shown is the grant date fair value of the awards granted in fiscal 2025 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 grant date. For Mr. Webb, his Initial Award in connection with his appointment to the Board in April 2025 had a grant date fair value of $499,877 and his Annual Award had a grant date fair value of $299,894. The amount shown for all other directors reflects the grant date fair value of their Annual Award. 3.As of December 31, 2025, Mr. Billings held 720 RSUs and a stock option covering 4,187 shares of our Class A common stock, Mr. Chen held 720 RSUs and a stock option covering 330,201 shares of our Class A common stock, Ms. Georgiadis held 720 RSUs, Ms. Harvey Dawson held 720 RSUs, Ms. Messing held 3,564 RSUs, Mr. Morgenfeld held 3,218 RSUs, Mr. Vivas held 720 RSUs and a stock option covering 15,537 shares of our Class A common stock, and Mr. Webb held 2,083 RSUs. 4.Amounts reflect the Company’s payment of a required HSR Filing Fee incurred by Mr. Vivas, which payment was approved by the Board of Directors.

  40. Our Compensation-Setting Process

    Our Compensation-Setting Process For 2025, 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 2025, our Compensation Committee considered the Company’s overall strategic business plan and needs with respect to providing incentives for and achieving retention of 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 compensation data for each NEO role at the peer group companies described below; •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; •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; •the results of our most recent shareholder advisory vote on executive compensation (Say-on-Pay); and •the Company’s performance and current business context. The Compensation Committee is responsible for reviewing and approving the compensation for our NEOs other than our CEO. In the case of our CEO, while the Compensation 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.

  41. 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 2025 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 2025. 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, Semler Brossy also meets informally with Compensation Committee members upon request. Our Compensation Committee has assessed the independence of Semler Brossy consistent with Nasdaq corporate governance rules and has concluded that Semler Brossy is independent and that the Compensation Committee’s engagement with Semler Brossy does not raise any conflict of interest.

  42. Use of Independent Compensation Consultant

    | | AppLovin Corporation | 34 | 2026 Proxy Statement |

  43. 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 our growth and changes in our industry. We undertake this review with the assistance and recommendations of the Compensation Committee’s independent compensation consultant. In February 2025, the Compensation Committee approved a peer group for use in making 2025 compensation decisions. Given our continued growth and the limited number of companies with similar business economics, the Compensation Committee’s review focused on larger, more complex technology companies with an AI focus. As a result, the February 2025 peer group reflected a material change from the Company’s previously approved peer group, including the removal of 13 companies with smaller market capitalization and business dynamics and the addition of nine new companies. The Compensation Committee used the following criteria in determining the appropriate peer companies: •Industry / Sector – publicly-traded technology companies, with a focus on advertising technology companies and companies with an AI focus; •Revenue – between 0.25x and 4.00x that of AppLovin; •Market Capitalization – between 0.33x and 3.00x that of AppLovin; and •Talent Competitors – technology companies with whom we compete for talent.

  44. Use of a Peer Group

    | Adobe Inc. | Oracle Corporation | Shopify Inc. | | Cadence Design Systems, Inc. | Palantir Technologies Inc. | Synopsys, Inc. | | CrowdStrike Holdings, Inc. | Palo Alto Networks, Inc. | The Trade Desk, Inc. | | Datadog, Inc. | Salesforce, Inc. | | | Intuit Inc. | ServiceNow, Inc. | |

  45. 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 to inform its decisions about overall compensation opportunities and specific compensation elements. 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.

  46. Compensation Decisions

    Compensation Decisions The Compensation Committee made the following key decisions about NEO compensation in 2025. •Maintain consistent base salary levels across all NEO roles with no increase; see “Elements of Executive Pay and 2025 Compensation—Base Salary” below. •Provide one-year, time-vested RSU awards in equal amounts to all executive officers, as set forth under “Elements of Executive Pay and 2025 Compensation—Equity Compensation” below and in the compensation table titled “Grants of Plan-Based Awards in 2025.” •Continue to deliver all variable pay in the form of equity compensation (i.e., no annual cash bonus program) to align NEO interests with those of our stockholders. The Compensation Committee approved RSU award amounts for non-CEO NEOs and recommended the RSU award amount for our CEO to the Board of Directors for approval. The Compensation Committee reviewed external analyses and held several in-depth discussions to align on compensation structures that will continue to support and reward the significant impact of our executive officers and while aligning their incentives with those of our stockholders to promote long-term growth.

  47. Elements of Executive Pay and 2025 Compensation

    Elements of Executive Pay and 2025 Compensation Our executive compensation program for 2025 consisted of the following principal compensation elements: •base salary; and •long-term incentive compensation in the form of equity incentives. We are committed to providing appropriate cash and equity incentives to compensate our NEOs in a manner that our Board of Directors and Compensation Committee determine is reasonable and appropriate to hire, incentivize, and retain key talent. We do not utilize an annual cash bonus program for executive officers and instead, our Compensation Committee evaluates annual performance and the impact of our NEOs in determining the size of annual equity awards.

  48. Equity Compensation

    Equity Compensation

  49. Annual Equity Grants

    Annual Equity Grants Consistent with our compensation objectives, we believe that equity awards align the interests of our executive team and our stockholders, allow us to attract and motivate critical talent in a competitive hiring market, and foster an entrepreneurial culture that drives efficiency. In 2025, 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 annual equity awards for our NEOs, taking into account existing vested and unvested equity as well as the fact that we do not have an executive cash bonus program. In October 2025, the Company issued equally-sized RSU awards, vesting over one year, to each of Messrs. Foroughi, Stumpf, and Shikin and Ms. Valenzuela. This approach created parity amongst the NEOs, given their meaningful existing equity ownership and the wealth creation for Messrs. Foroughi and Shikin, and to a lesser extent, Mr. Stumpf, from the performance-based RSUs (“PSUs”) granted in 2023, which were fully earned in 2024. The award size placed total compensation for Messrs. Foroughi, Shikin, and Stumpf below median peer values. For Ms. Valenzuela, the award size placed her total compensation slightly above the 75th percentile of peer values for Chief Legal Officers,

  50. Annual Equity Grants

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  51. Annual Equity Grants

    which the Compensation Committee deemed appropriate in light of the expansion of her responsibilities in July 2025 to cover both the legal and people organizations. We intend to grant annual equity awards in the fall of the year prior to the service year the grant is intended to cover, vesting over four quarterly dates in the subsequent year. 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. We believe this annual grant cycle is appropriate, especially given we do not have an annual cash bonus plan for executive officers, and that rewarding contributions and participation in the form of future awards motivates our leaders to be self-starters and think like Company owners. We further determined that RSU grants vesting over one year, rather than larger grants intended to vest over multiple years, were appropriate considering the historical volatility of the market price of our Class A common stock because this structure provides us with greater likelihood of delivering the intended value during the period after grant. We believe this structure also promotes our pay for impact compensation philosophy, allowing us to compensate our executives for current performance more consistently than would be possible with multi-year vesting schedules that provide a fixed level of equity subject only to continuous service.

  52. 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. 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 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.

  53. 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.

  54. Employment Arrangements

    payment of relocation expenses. These employment arrangements also prohibit the executive officer from engaging directly or indirectly in competition with us during their employment or disclosing our confidential information or business practices. 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.

  55. 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 section titled “Potential Payments on Termination or Change of Control.” Ms. Valenzuela will not receive any severance benefits under the Executive Severance Plan in connection with her retirement; however, in connection with her consulting services, Ms. Valenzuela has entered into a consulting arrangement with the Company pursuant to which she will consult through May 31, 2027 and receive cash compensation of $150,000. 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.

  56. Summary Compensation Table for Fiscal Year 2025

    Summary Compensation Table for Fiscal Year 2025 The amounts below represent the compensation awarded to, earned by, or paid to our named executive officers for the years shown.

  57. Summary Compensation Table for Fiscal Year 2025

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Adam Foroughi Chief Executive Officer | 2025 | 400,000 | 12,558,866 | 10,135(2) | 12,969,001 | | | 2024 | 400,000 | 10,788,454 | 13,644 | 11,202,098 | | | 2023 | 400,000 | 82,949,922 | 11,756 | 83,361,678 | | Matthew Stumpf Chief Financial Officer | 2025 | 400,000 | 12,558,866 | 27,324(3) | 12,986,191 | | | 2024 | 400,000 | 6,983,237 | 15,184 | 7,398,421 | | Vasily Shikin Chief Technology Officer | 2025 | 400,000 | 12,558,866 | 437,075(4) | 13,395,941 | | | 2024 | 400,000 | 5,394,147 | 120,675 | 5,914,822 | | | 2023 | 400,000 | 67,034,758 | 13,620 | 67,448,378 | | Victoria Valenzuela Chief Administrative & Legal Officer and Corporate Secretary | 2025 | 400,000 | 12,558,866 | 57,000(5) | 13,015,866 | | | 2024 | 400,000 | 5,528,332 | 15,675 | 5,944,007 | | | 2023 | 400,000 | 10,935,554 | 13,620 | 11,349,174 |

  58. Summary Compensation Table for Fiscal Year 2025

    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, 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 to Messrs. Foroughi, Shikin, and Stumpf 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 amounts in connection with 401(k) Company matching. 3.The reported amount of all other compensation for Mr. Stumpf consists of two components: (i) $15,000 in connection with a comprehensive health evaluation and (ii) $12,324 in connection with 401(k) Company matching. 4.The reported amount of all other compensation for Mr. Shikin consists of two components: (i) $425,000 attributable to the Company’s payment of a required HSR Filing Fee incurred by Mr. Shikin, which payment was approved by the Compensation Committee, and (ii) $12,075 in connection with 401(k) Company matching. 5.The reported amount of all other compensation for Ms. Valenzuela consists of three components: (i) $30,000 attributable to the Company’s payment of a required HSR Filing Fee incurred by Ms. Valenzuela, which payment was approved by the Compensation Committee, (ii) $15,000 in connection with a comprehensive health evaluation, and (iii) $12,000 in connection with 401(k) Company matching.

  59. Summary Compensation Table for Fiscal Year 2025

    | | AppLovin Corporation | 41 | 2026 Proxy Statement |

  60. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 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, 2025.

  61. Grants of Plan-Based Awards in 2025

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units(1) | Grant Date Fair Value of Stock and Option Awards(2) | | | | (#) | ($) | | Adam Foroughi | 10/30/2025 | 20,236 | 12,558,866 | | Matthew Stumpf | 10/30/2025 | 20,236 | 12,558,866 | | Vasily Shikin | 10/30/2025 | 20,236 | 12,558,866 | | Victoria Valenzuela | 10/30/2025 | 20,236 | 12,558,866 |

  62. Grants of Plan-Based Awards in 2025

    1.The amounts shown reflect RSUs granted to the NEOs under the 2021 Plan. Subject to the NEO's continued role as a service provider to us, 1/4th of the total RSUs vested on February 20, 2026 and 1/4th of the total RSUs shall vest quarterly thereafter. 2.Amounts reported represent the grant date fair value of RSUs calculated in accordance with 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.

  63. Grants of Plan-Based Awards in 2025

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  64. Outstanding Equity Awards at 2025 Year-End

    Outstanding Equity Awards at 2025 Year-End The following table sets forth information relating to outstanding equity awards held by our named executive officers as of December 31, 2025.

  65. Outstanding Equity Awards at 2025 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 | 10/30/2025 | — | — | — | — | 20,236(3) | 13,635,422 | | Matthew Stumpf | 08/17/2022 | — | — | — | — | 1,437(4) | 968,279 | | | 10/30/2025 | — | — | — | — | 20,236(3) | 13,635,422 | | Vasily Shikin | 12/16/2019 | 560,400(5) | — | 5.05 | 12/15/2029 | — | — | | | 10/30/2025 | — | — | — | — | 20,236(3) | 13,635,422 | | Victoria Valenzuela | 10/30/2025 | — | — | — | — | 20,236(3) | 13,635,422 |

  66. Outstanding Equity Awards at 2025 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, 2025 was $673.82. 3.These shares are subject to an RSU for which the vesting conditions are satisfied, subject to the NEO’s continued role as a service provider to us, as to 1/4th of the total shares on February 20, 2026 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 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. 5.This option is fully vested.

  67. Outstanding Equity Awards at 2025 Year-End

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  68. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table shows the stock awards vested, and value realized upon vesting, by our named executive officers during fiscal 2025.

  69. Option Exercises and Stock Vested in 2025

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Adam Foroughi | 67,805 | 29,601,301 | | Matthew Stumpf | 56,058 | 24,473,042 | | Vasily Shikin | 158,902 | 69,371,240 | | Victoria Valenzuela | 57,207 | 24,974,670 |

  70. Option Exercises and Stock Vested in 2025

    1. Values are based on the market price of our Class A common stock on the vesting date, multiplied by the number of shares vested.

  71. Option Exercises and Stock Vested in 2025

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  72. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control

  73. Amount of Payments Upon Termination at 2025 Year-End

    Amount of Payments Upon Termination at 2025 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 for a reason other than “cause” or due to death or “disability” (as each is defined in the Executive Severance Plan) during fiscal year 2025. Neither Mr. Shikin nor Ms. Valenzuela will receive the benefits set forth below in connection with their transitions from their executive officer positions. For a discussion of Ms. Valenzuela’s post-employment consulting arrangement, see the section titled “Compensation Discussion and Analysis—Post-Employment Compensation.”

  74. Amount of Payments Upon Termination at 2025 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 | 59,020 | — | 659,020 | | Matthew Stumpf | 400,000 | 40,125 | — | 440,125 | | Vasily Shikin | 400,000 | 30,202 | — | 430,202 | | Victoria Valenzuela | 400,000 | 39,347 | — | 439,347 |

  75. Amount of Payments Upon Termination at 2025 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 2026.

  76. Amount of Payments Upon Termination at 2025 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 | 78,694 | 13,635,422 | 14,514,115 | | Matthew Stumpf | 600,000 | 60,188 | 14,603,701 | 15,263,888 | | Vasily Shikin | 600,000 | 45,304 | 13,635,422 | 14,280,725 | | Victoria Valenzuela | 600,000 | 59,020 | 13,635,422 | 14,294,442 |

  77. Amount of Payments Upon Termination at 2025 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 2026. 3.Based on 100% accelerated vesting of all outstanding equity awards.

  78. Amount of Payments Upon Termination at 2025 Year-End

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  79. 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 the Company’s performance. The material that follows is provided in compliance with the PvP Rules. Because equity is a primary component of our executive compensation program, the “compensation actually paid” as set forth below is heavily influenced by changes in our stock price throughout the year. For example, the “compensation actually paid” in each of 2023 and 2024 was impacted by certain grants of PSUs in 2023 that fully vested based on stock price appreciation achieved during 2023 and 2024. We did not grant additional PSUs to our executive officers in 2024 or 2025. Additional information regarding our compensation philosophy, the structure of our compensation program, and compensation decisions made this year is described above in the section titled “Compensation Discussion and Analysis”. In 2025, we did not use any financial performance measures to link “compensation actually paid” to the Company’s performance in a manner that can act as a “Company-Selected Measure” under the relevant PvP Rules. As such, we do not have a “Company-Selected Measure.” We therefore do not provide a tabular list of such performance measures. 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 2025, 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 Class A common stock began trading on the Nasdaq Global Select Market.

  80. 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) | | | | | | | Total Shareholder Return (f)(4) | S&P 500 Information Technology Index Total Shareholder Return (g)(5) | | | 2025 | $12,969,001 | $21,689,564 | $13,132,666 | $24,604,570 | $1,033.47 | $234.47 | $3,334 | | 2024 | $11,202,098 | $385,953,293 | $4,924,980 | $124,761,691 | $496.67 | $189.02 | $1,580 | | 2023 | $83,361,678 | $286,889,079 | $22,760,940 | $79,920,602 | $61.12 | $138.37 | $357 | | 2022 | $104,355 | $104,355 | $411,799 | $(74,612,715) | $16.15 | $87.66 | $(193) | | 2021 | $104,346 | $104,346 | $14,359,442 | $46,809,649 | $144.57 | $122.08 | $35 |

  81. Pay Versus Performance

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

  82. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2025 | Adam Foroughi | Matthew Stumpf, Vasily Shikin, Victoria Valenzuela | | 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 |

  83. Pay Versus Performance

    2.This figure is the total compensation paid to our PEO and non-PEOs, as applicable, 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

  84. Pay Versus Performance

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  85. Pay Versus Performance

    dollar amount derived by starting with the Summary Compensation Table total compensation and then applying certain adjustments pursuant to the PvP Rules. To calculate “compensation actually paid” for 2025, the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table:

  86. Pay Versus Performance

    | | 2025 | | | | PEO | Average For Non-PEO NEOs | | | ($) | ($) | | Summary Compensation Table Total | $12,969,001 | $13,132,666 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(a) | $12,558,866 | $12,558,866 | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(a) | $13,635,422 | $13,635,422 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(a) | $— | $167,645 | | 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(a) | $7,644,008 | $10,227,704 | | Compensation Actually Paid | $21,689,564 | $24,604,570 |

  87. 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 ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. 4.TSR is calculated by assuming that a $100 investment was made based on the closing stock price on the Company’s initial public offering date of April 15, 2021 (the “IPO Date”) and reinvesting all dividends until the last day of each reported fiscal year. 5.The peer group used is the S&P 500 Information Technology Index, as used in our stock performance graph in our Annual Report on Form 10-K. TSR is calculated by assuming that a $100 investment was made based on the closing stock price on the IPO Date and reinvesting all dividends until the last day of each reported fiscal year. 6.The dollar amounts represent the Company’s net income as reported in our audited financial statements for the applicable year.

  88. Pay Versus Performance

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  89. Description of Relationships Between “Compensation Actually Paid” and Performance

    Description of Relationships Between “Compensation Actually Paid” and Performance The following graphs illustrate the relationship during 2021 to 2025 of the “compensation actually paid” to our PEO and the average “compensation actually paid” to our non-PEO NEOs to the TSR of our company, the TSR of S&P 500 Information Technology Index, and our net income calculated under GAAP.

  90. “Compensation Actually Paid” Versus AppLovin TSR Versus Peer Group TSR

    “Compensation Actually Paid” Versus AppLovin TSR Versus Peer Group TSR

  91. “Compensation Actually Paid” Versus Net Income

    “Compensation Actually Paid” Versus Net Income

  92. “Compensation Actually Paid” Versus Net Income

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  93. CEO Pay Ratio

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

  94. Pay Ratio

    Pay Ratio Once the median employee was identified, we calculated the median employee’s annual total compensation in accordance with the requirements of paragraph (c)(2)(x) of Regulation S-K Item 402. Our median employee’s annual total compensation was $133,808. Our CEO’s annual total compensation as reported in the Summary Compensation Table was $12,969,001. Therefore, our CEO to median employee pay ratio is 97:1. 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.

  95. Pay Ratio

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  96. Pay Ratio

    Equity Compensation Plan Information The following table summarizes our equity compensation plan information as of December 31, 2025. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders.

  97. 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) | 2,534,802 | 6.10(2) | 108,497,897(3) |

  98. 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, 2025, an aggregate of 108,497,897 shares of our 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 our 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 our 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. We did not utilize these automatic increases to the 2021 Plan or the ESPP for 2026. For additional information, see the section titled “Compensation Discussion and Analysis—Executive Compensation Policies and Practices.”

  99. Pay Ratio

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  100. Pay Ratio

    Amendment to Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation as Permitted by Delaware Law

  101. 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 Corporate Secretary at the address set forth above. For additional information, see the section titled “Board of Directors and Corporate Governance—Stockholder Recommendations and Nominations to the Board of Directors.” 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” for stockholder proposals that are not intended to be included in a proxy statement.