10-K – 2026-02-19 – app-20251231.htm

10. Equity
Preferred Stock
The Company’s amended and restated certificate of incorporation authorizes the issuance of preferred stock from time to time in one or more series. The Company's board of directors is authorized to determine the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions.
Common Stock
The Company’s amended and restated certificate of incorporation authorizes the issuance of Class A common stock, Class B common stock, and Class C common stock (collectively referred to as the “Common Stock”). The rights of the holders of the Common Stock are identical, except with respect to voting and conversion.
Each share of Class A common stock is entitled to one vote per share, each share of Class B common stock is entitled to 20 votes per share, and Class C common stock is not entitled to vote, except as otherwise required by law. The holders of the Class B common stock (the “Voting Agreement Parties”) have entered into a voting agreement (the “Voting Agreement”), which provides that all shares of Class B common stock held by the Voting Agreement Parties and their respective permitted entities and permitted transferees will be voted as determined by Adam Foroughi and Herald Chen. In the event that the parties disagree, the shares of Class B common stock will be voted by each party in their own discretion.
One share of Class B common stock is convertible into one share of Class A common stock voluntarily at any time by the holder, and will convert automatically into one share of Class A common stock upon (1) certain transfers or (2) the date set by the Company's board of directors, between 61 days and 180 days following the date on which (i) the Voting Agreement is terminated or (ii) Adam Foroughi is no longer involved with the Company as a member of the Board or as an executive officer. After the conversion or exchange of all outstanding shares of the Company’s Class B common stock into shares of Class A common stock, all outstanding shares of Class C common stock will automatically convert into Class A common stock on a one-for-one basis at the date or time determined by a majority of the outstanding shares of Class A common stock, voting as a separate class.
Stock Repurchase Program
The Company's board of directors authorized a stock repurchase program in February 2022 for the Company's Class A common stock and has authorized additional amounts under the program from time to time, including an additional $ 3.2  billion authorized in 2025. During the year ended December 31, 2025 and 2024, the Company repurchased and retired 5,511,519 shares for $ 2.2  billion and 16,081,408 shares for $ 981.3  million, respectively, including commissions, fees, and applicable taxes. As of December 31, 2025, $ 3.3  billion remained available for repurchases under the program.
Repurchases may be made from time to time through open market purchases or through privately negotiated transactions, subject to market conditions, applicable legal requirements, including surplus and solvency requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company may also, from time to time, enter into Rule 10b5-1 trading plans, to facilitate repurchases of shares. The repurchase program does not obligate the Company to acquire any particular amount of Class A common stock, has no expiration date and may be modified, suspended, or terminated at any time at the Company's discretion.
The Company retires its Class A common stock upon repurchases, and records the excess of repurchase price over par value for shares repurchased to retained earnings to the extent the Company has retained earnings. If the Company has an accumulated deficit, the Company records the excess of repurchase price over par value for shares repurchased first to additional paid-in capital, to the extent the Company has additional paid-in capital, until depleted, and then to accumulated deficit in the Company’s consolidated statements of stockholders’ equity.

11. Stock-based Compensation
2021 Equity Incentive Plan
The 2021 Equity Incentive Plan (the “2021 Plan”) provides for the grant of incentive stock options ("ISOs"), non-qualified stock options ("NSOs"), restricted stock, RSUs, and other forms of equity awards to the Company’s employees, directors and consultants. A total of 39,000,000 shares of the Company’s Class A common stock were initially reserved for issuance under the 2021 Plan. The number of shares available for issuance under the 2021 Plan also include an annual increase of shares, equal to the least of (a)  39,000,000  shares, (b) five percent ( 5 %) of the outstanding shares of all classes of the Company’s common stock as of the last day of the immediately preceding fiscal year, or (c) such other amount as the Company’s board of directors may determine. As of December 31, 2025, there were 86,064,412 shares available for future issuance under the 2021 Plan.
2021 Partner Studio Incentive Plan
The 2021 Partner Studio Incentive Plan (the “2021 Partner Plan”) provides for the grant of NSOs, restricted stock, RSUs, and other forms of equity awards to individuals or entities engaged by the Company to render bona fide services. As of December 31, 2025, there were 1,541,811 shares available for future issuance under the 2021 Partner Plan.
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Employee Stock Purchase Plan
The ESPP permits participants to purchase shares of the Company’s Class A common stock through contributions of up to  15 % of their eligible compensation. The ESPP provides for consecutive, overlapping  24-month  offering periods, during which the contributed amount by the participant will be used to purchase shares of the Company’s Class A common stock at the end of each  6-month  purchase period with the purchase price of the shares being  85 % of the lower of the fair market value of the Company’s Class A common stock on the first day of an offering period or on the exercise date. The ESPP has an automatic reset feature, whereby the offering period resets if the fair value of the Company’s common stock on a purchase date is less than that on the original offering date. No participant may purchase, in any one purchase period, more than 590 shares of Class A common stock, or 3,500 shares of Class A common stock for offering periods commencing on or after May 20, 2023. Participants may end their participation at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company.
A total of  7,800,000  shares of the Company’s Class A common stock were initially reserved for issuance under the ESPP. The number of shares available for issuance under the ESPP also include an annual increase of shares, equal to the least of: (a)  7,800,000  shares, (b) one percent ( 1 %) of the outstanding shares of all classes of the Company’s common stock as of the last day of the immediately preceding fiscal year, or (c) such other amount as the Company’s board of directors may determine. As of December 31, 2025, there were 20,891,675 shares available for future issuance under the ESPP.
RSUs
A summary of the RSU activities, including those related to discontinued operations, for the year ended December 31, 2025 is as follows:

Number of
Restricted
Stock Units
Weighted-Average Grant-Date Fair Value
(per share)

Balances as of December 31, 2024 2,150,021   $ 74.34  
Granted 239,382   $ 577.97  
Vested ( 1,629,270 ) $ 88.97  
Forfeited ( 401,971 ) $ 60.03  
Balances as of December 31, 2025 358,162   $ 360.48  

The weighted-average grant-date fair value per share of RSUs granted during the years ended December 31, 2024 and 2023 was $ 105.09 and $ 25.11 , respectively. The total fair value of RSUs vested as of the vesting dates during the years ended December 31, 2025, 2024, and 2023 was $ 695.7  million, $ 844.2  million, and $ 403.1  million, respectively.
PSUs
In March 2023, the Company granted 6,902,000 PSUs under the 2021 Plan to each of Adam Foroughi, its CEO and Chairperson, and Vasily Shikin, its CTO. In April 2023, the Company granted an additional 3,451,000 PSUs to certain non-executive employees under the same plan. These PSUs, divided into five tranches, vest upon achieving stock price targets ranging from $ 36.00 to $ 79.00 , based on the minimum closing price of the Company’s Class A common stock over any 30 consecutive trading days during a five-year performance period from the respective grant date, subject to continued employment through the applicable vesting date. In the event of a change in control, unvested PSUs may vest a pro-rata amount if the transaction price falls between two stock price targets that have not previously been achieved, subject to continued employment through the date prior to the transaction. For Mr. Foroughi and Mr. Shikin, PSUs may continue to vest for up to one year post-employment if certain conditions are met. All of these PSUs had vested as of December 31, 2024.
In November 2024, the Company granted 348,327 PSUs under the 2021 Plan to certain non-executive employees. These PSUs, divided into 3 tranches, vest upon achieving stock price targets ranging from $ 184.35 to $ 294.96 , based on the minimum closing price of the Company’s Class A common stock over any 30 consecutive trading days during a 2.5-year performance period from the grant date, subject to continued employment through the applicable vesting date. All of these PSUs had vested as of December 31, 2024.
In October 2025, the Company granted 920,526 PSUs under the 2021 Plan to certain key non-executive engineering employees. These PSUs vest upon the achievement of specified market capitalization milestones, including an initial milestone of $ 300.0  billion and, with respect to certain PSUs, additional milestones up to $ 1.0  trillion, based on the Company’s market capitalization over any 30 consecutive trading days during a 7-year performance period from the grant date, subject to continued employment through the applicable vesting date.
The weighted-average grant-date fair value per share of PSUs granted, including those related to discontinued operations, during the years ended December 31, 2025, 2024 and 2023 was $ 445.89 , $ 103.76 and $ 7.20 , respectively. The total fair value of PSUs vested as of the vesting dates during the years ended December 31, 2024 and 2023 was $ 1.3  billion and $ 132.7  million, respectively. No PSUs vested or were forfeited during the year ended December 31, 2025.
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The following assumptions were used to estimate the fair value of PSUs:

Year Ended December 31,
2025 2024 2023
Stock price on the date of grant $ 620.62 $ 159.11 $ 12.41 - $ 16.43

Expected volatility 70.95   % 64.72   % 73.76 % - 73.95 %

Risk-free interest rate 3.85   % 4.05   % 3.58 % - 3.60 %

Discount for lack of marketability 20.34   % 15.29   % 20.43 % - 20.65 %

Dividend yield —   % —   % —   %

Stock Options
A summary of the stock option activities, including those related to discontinued operations, for the year ended December 31, 2025 is as follows:

Number of
Options Weighted-Average
Exercise Price
(per share)
Weighted-Average
Remaining Contractual Term
(in years)

Balances as of December 31, 2024 3,747,152   $ 6.60   4.9
Exercised ( 2,486,033 ) $ 6.85  
Forfeited ( 5,005 ) $ 7.45  
Balances as of December 31, 2025 1,256,114   $ 6.10   4.0
Vested and exercisable as of December 31, 2025 1,256,114   $ 6.10   4.0
Vested and expected to vest as of December 31, 2025 1,256,114   $ 6.10   4.0

The fair value of stock options granted during the year ended December 31, 2023 was not material and no stock options were granted during the years ended December 31, 2025 or 2024. The total intrinsic value of share options exercised during the years ended December 31, 2025, 2024, and 2023 was $ 1.0  billion, $ 671.2  million, and $ 60.1  million, respectively. The aggregate intrinsic value of stock options outstanding as of December 31, 2025 was $ 838.7 million.
ESPP
The stock-based compensation recognized for the ESPP was not material during the years ended December 31, 2025, 2024, or 2023. During the year ended December 31, 2025, 91,645 shares of Class A common stock were purchased under the ESPP at a weighted-average price of $ 88.81 per share.
Stock-based Compensation
Stock-based compensation included in the Company's consolidated statements of operations was as follows (in thousands):

Year Ended December 31,
2025 2024 2023
Cost of revenue $ 1,425   $ 4,799   $ 3,834  
Sales and marketing 34,055   76,824   69,903  
Research and development 114,463   229,577   216,236  
General and administrative 58,015   46,231   52,578  
Stock-based compensation from continuing operations
207,958   357,431   342,551  
Stock-based compensation from discontinued operations
3,663   19,024   20,556  
Total stock-based compensation
$ 211,621   $ 376,455   $ 363,107  

As of December 31, 2025, the total unrecognized stock-based compensation was $ 489.0  million, which is expected to be recognized over a weighted-average period of 1.95 years. The income tax benefit recognized related to stock-based awards that vested or were exercised during the years ended December 31, 2025, 2024, and 2023 were $ 123.0 million, $ 164.9 million, and $ 33.0 million, respectively .
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12. Net Income Per Share
The following table sets forth the computation of basic and diluted net income per share attributable to common stockholders for the years ended December 31, 2025, 2024, and 2023 (in thousands, except per share data):

Year Ended December 31,
2025 2024 2023
Basic EPS:

Numerator:

Net income from continuing operations $ 3,433,195   $ 1,589,524   $ 457,826  
Less: income attributable to participating securities ( 478 ) ( 2,731 ) ( 2,270 )
Net income from continuing operations attributable to common stockholders - Basic 3,432,717   1,586,793   455,556  
Loss from discontinued operations, net of income taxes, attributable to common stockholders - Basic ( 99,431 ) ( 9,734 ) ( 100,615 )
Net income attributable to common shareholders - Basic 3,333,286   1,577,059   354,941  
Denominator:

Weighted-average shares used in computing net income (loss) per share - Basic 338,781   336,922   351,952  
Net income (loss) per share attributed to Class A and Class B common stockholders - Basic:
Continuing operations $ 10.13   $ 4.71   $ 1.29  
Discontinued operations ( 0.29 ) ( 0.03 ) ( 0.28 )
Basic net income per share $ 9.84   $ 4.68   $ 1.01  

Diluted EPS:

Numerator:

Net income from continuing operations attributable to common stockholders - Basic $ 3,432,717   $ 1,586,793   $ 455,556  
Re-allocation of participating securities considered potentially dilutive securities 4   85   66  
Net income from continuing operations attributable to common stockholders - Diluted 3,432,721   1,586,878   455,622  
Loss from discontinued operations, net of income taxes, attributable to common stockholders - Diluted ( 99,431 ) ( 9,734 ) ( 100,629 )
Net income attributable to common stockholders - Diluted $ 3,333,290   $ 1,577,144   $ 354,993  
Denominator:

Weighted-average shares used in computing net income (loss) per share - Basic
338,781   336,922   351,952  
Weighted-average dilutive stock awards
3,189   10,886   10,637  
Weighted-average shares used in computing net income (loss) per share - Diluted
341,970   347,808   362,589  
Net income (loss) per share attributed to Class A and Class B common stockholders - Diluted:
Continuing operations $ 10.04   $ 4.56   $ 1.26  
Discontinued operations ( 0.29 ) ( 0.03 ) ( 0.28 )
Diluted net income per share $ 9.75   $ 4.53   $ 0.98  

Anti-dilutive potential common stock excluded
11   137   4,861  

13. Income Taxes
Income before income taxes for the years ended December 31, 2025, 2024, and 2023, included the following components (in thousands):

Year Ended December 31,
2025 2024 2023
U.S.
$ 2,210,613   $ 88,111   $ 26,138  
Foreign
1,742,297   1,523,832   475,464  
Income before income taxes
$ 3,952,910   $ 1,611,943   $ 501,602  

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Provision for income taxes for the years ended December 31, 2025, 2024, and 2023 consisted of the following (in thousands):

Year Ended December 31,
2025 2024 2023
Current:

Federal $ 239,094   $ 21,659   $ 34,871  
State
27,187   9,812   9,937  
Foreign
259,750   156,891   52,804  
Total current
526,031   188,362   97,612  
Deferred:

Federal ( 13,565 ) ( 134,189 ) ( 43,193 )
State
407   ( 8,881 ) ( 4,553 )
Foreign
6,842   ( 22,873 ) ( 6,090 )
Total deferred
( 6,316 ) ( 165,943 ) ( 53,836 )
Total provision for income taxes
$ 519,715   $ 22,419   $ 43,776  

The reconciliation of federal statutory income tax rate to the effective income tax rate after the adoption of ASU 2023-09 is as follows (in thousands):

Year Ended December 31,
2025
Tax provision at U.S. federal statutory rate
$ 830,036   21.0   %
State income tax, net of federal benefit 1
18,017   0.5   %
Foreign tax effects
Singapore
Statutory tax rate difference between Singapore and U.S. ( 66,298 ) ( 1.7 ) %
Local taxes at a rate different than the statutory tax rate 2
( 33,280 ) ( 0.8 ) %
Withholding taxes 65,733   1.7   %
Other foreign jurisdictions ( 592 ) —  %
Effect of cross-border tax laws
Global intangible low-taxed income 43,051   1.1   %
Foreign-derived intangible income ( 113,539 ) ( 2.9 ) %
Foreign tax credits
( 84,591 ) ( 2.1 ) %
Other
10,513   0.3   %
Tax credits

Research and development credit
( 16,122 ) ( 0.4 ) %
Changes in valuation allowances
4,833   0.1   %
Nontaxable or nondeductible items
Stock-based compensation
( 132,975 ) ( 3.4 ) %
Other
25,024   0.6   %
Changes in unrecognized tax benefits. ( 7,515 ) ( 0.2 ) %
Other
( 22,580 ) ( 0.6 ) %
Total provision for income taxes
$ 519,715   13.1   %

1 The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include New York state and city and New Jersey.
2 The tax benefit related to the negotiated tax rate in Singapore was reduced by $ 82.7  million of the global minimum tax under Pillar 2.
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The reconciliation of taxes at the federal statutory rate to our provision for income taxes for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows (in thousands):

Year Ended December 31,
2024 2023
Tax provision at U.S. federal statutory rate
$ 338,515   $ 105,336  
State income taxes, net of federal benefit ( 26,412 ) ( 5,334 )
Foreign income taxed at different rates ( 167,957 ) ( 50,452 )
Global intangible low-taxed income 52,378   25,625  
Stock-based compensation ( 146,183 ) ( 3,039 )
Foreign-derived intangible income ( 10,231 ) ( 18,104 )
Research and development credits ( 49,862 ) ( 21,778 )
Foreign income inclusion ( 859 ) ( 4,042 )
Change in valuation allowance 27,589   11,470  
Return to Provision 2,211   3,223  
Other 3,230   871  
Total provision for income taxes
$ 22,419   $ 43,776  

Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows (in thousands):

Year Ended December 31,
2025
Federal $ —  
State 13,395  
Foreign
Singapore
177,972  
Other
3,476  
Total cash paid for income taxes, net of refunds received
$ 194,843  

The Company operates in jurisdictions outside of the US, such as Singapore, where it has tax incentive arrangements. The Company's qualifying income earned in Singapore is taxed at reduced rates, subject to its compliance with the conditions specified in these incentives and legislative developments. These Singapore tax incentives are expected to expire in June 2028 which the Company can affirmatively elect to renew. Before taking into consideration the effects of the U.S. Tax Cuts and Jobs Act ("TCJA") and other indirect tax impacts, the effect of these tax incentives decreased the provision for income taxes by approximately $ 272.1  million ($ 0.80 per diluted share) and $ 135.4  million ($ 0.39 per diluted share) for the years ended December 31, 2025 and 2024, respectively.
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The following summarizes the current and deferred tax assets and liabilities (in thousands):

As of December 31,
2025 2024
Deferred tax assets:
Accrued expenses and reserves $ 20,525   $ 11,975  
Stock-based compensation 26,849   10,063  
Tax credit carryforwards 103,416   99,314  
Net operating loss 25,735   38,354  
Depreciation and amortization 5,350   2,382  
Operating lease liability 4,967   10,437  
Foreign tax deduction 3,904   1,900  
Capital loss 222,425   18,075  
Capitalized R&D expenses 250,493   260,308  
Valuation allowance ( 291,382 ) ( 75,690 )
Total deferred tax assets 372,282   377,118  
Deferred tax liabilities:

Identified intangibles ( 105,314 ) ( 98,933 )
Other comprehensive income (loss)
( 6,888 ) 37,811  
Operating lease right-of-use assets ( 4,362 ) ( 8,144 )
Other ( 3,371 ) ( 5,025 )
Total deferred tax liabilities ( 119,935 ) ( 74,291 )
Net deferred tax assets $ 252,347   $ 302,827  

As of December 31, 2025, the Company's federal tax credit carryforwards of $ 49.2  million will begin to expire in 2036. The Company's federal capital loss carryforward of $ 948.9  million will begin to expire in 2027. The Company's California tax credit carryforwards of $ 71.4  million are not subject to expiration. The Company's foreign net operating loss carryforwards of $ 143.7  million are not subject to expiration.
The valuation allowance on the Company's net deferred tax assets increased by $ 215.7  million, $ 42.6  million, and $ 15.2  million during the years ended December 31, 2025, 2024, and 2023, respectively.
As of December 31, 2025, the Company maintained a valuation allowance with respect to certain of its deferred tax assets relating primarily to certain state tax credits, U.S. capital losses and operating losses in certain non-U.S. jurisdictions that the Company believes are not likely to be realized. In assessing the realizability of the Company’s deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized due, in part, to projections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, the Company would recognize such deferred tax assets as income tax benefits during the period.
The Company has not provided U.S. income or foreign withholding taxes on the undistributed earnings of its foreign subsidiaries as of December 31, 2025, because it intends to permanently reinvest such earnings outside of the U.S., except for Singapore. If these foreign earnings were to be repatriated in the future, the related U.S. tax liability will be immaterial, due to the participation exemption put in place in the TCJA.
Uncertain Tax Positions
The following table summarizes the activity related to the gross unrecognized tax benefits (in thousands):

Year Ended December 31,
2025 2024 2023
Balance at beginning of year
$ 60,905   $ 35,880   $ 19,052  
Increases related to prior year positions
426   4,393   3,522  
Decreases related to prior year positions ( 3,617 ) ( 2,183 ) —  
Increases related to current year positions
11,493   25,921   13,548  
Decreases related to lapse of statutes
( 3,401 ) ( 2,797 ) ( 242 )
Decreases related to settlements
( 1,601 ) ( 309 ) —  
Balance at end of year
$ 64,205   $ 60,905   $ 35,880  

As of December 31, 2025, $ 50.7  million represents the amount that if recognized, would favorably affect the effective income tax rate in 2025. The Company does not expect a significant change to its unrecognized tax benefits or recorded liabilities over the next twelve months. The unrecognized tax benefits may increase or change during the next year for items that arise in the ordinary course of business.
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The Company records interest and penalties related to unrecognized tax benefits in income tax expense. As of December 31, 2025, 2024, and 2023, the Company had approximately $ 8.4  million, $ 8.3  million, and $ 4.0  million of interest and penalties, respectively.
The tax returns for years 2022 through 2024 remain open to examination for federal jurisdiction and for years 2018 through 2024 for other various state and foreign jurisdictions.

14. Segment and Geographic Information
The Company determines its operating segments based on how its Chief Operating Decision Maker ("CODM") manages the business, allocates resources, makes operating decisions and evaluates operating performance. The Company’s CODM is its Chief Executive Officer.
As disclosed in Note 2 — Summary of Significant Accounting Policies and Note 3 — Discontinued Operations, on June 30, 2025, the Company completed the divestiture of its Apps Business, which constituted the former Apps segment. Following the divestiture, the Company has determined that it operates the remaining business as a single operating and reportable segment at the consolidated level. Accordingly, the Company classified the Apps Business as discontinued operations in its consolidated statements of operations and excluded the Apps Business from both continuing operations and segment results for all periods presented. The Company’s single segment provides end-to-end advertising solutions including Axon Ads Manager, MAX, Adjust, and Wurl, that allow businesses to reach, monetize and grow their global audiences. Revenue is primarily generated from fees paid by advertisers for the placement of ads on mobile applications owned by Publishers.
As a single reportable segment entity, the Company has determined that its measure of profit or loss is net income from continuing operations, which is the measure most consistent with U.S. GAAP. The CODM uses net income from continuing operations to allocate resources during the annual budgeting and forecasting process, evaluate operating strategies, and assess performance across periods.
The table below is a summary of the segment net income from continuing operations, including significant segment expenses (in thousands):

Year Ended December 31,
2025 2024 2023
Revenue $ 5,480,717   $ 3,224,058   $ 1,841,762  
Less:
Datacenter costs 542,674   392,498   251,197  
Personnel related expenses 207,278   259,711   230,762  
Interest expense and loss on settlement of debt
207,016   317,209   273,508  
Provision for income taxes 519,715   22,419   43,776  
Amortization, depreciation and write-offs 130,724   128,791   119,152  
Stock-based compensation 207,958   357,431   342,551  
Other expenses 1
232,157   156,475   122,990  
Net income from continuing operations $ 3,433,195   $ 1,589,524   $ 457,826  

1 Other expenses include professional services costs, facilities costs, advertising costs, software costs, and other individually insignificant costs.
The following table presents long-lived assets by geographic area which consist of property and equipment, net and operating lease right-of-use assets (in thousands):

As of December 31,
2025 2024
United States $ 49,711   $ 72,627  
Germany 62,696   76,834  
Netherlands 29,673   40,215  
All other countries 5,822   6,767  
Total long-lived assets
$ 147,902   $ 196,443  

For information regarding revenue disaggregated by geography, see Note 2 — Summary of Significant Accounting Policies .
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15. Related Party Transactions
KKR Denali
KKR Denali Holdings L.P. (“KKR Denali”) was previously a related party due to its ownership of more than 10 % of the Company’s voting interests. In 2024, KKR Denali converted its remaining shares of the Company’s Class B common stock into Class A common stock and subsequently sold all such shares, and ceased to be a related party as of December 31, 2024.
In February 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with KKR Denali, and BofA Securities, Inc., acting for themselves and as representative of other underwriters (collectively, the “Underwriters”), in connection with a secondary public offering (the “Offering”) of 19,866,397 shares of the Company's Class A common stock by KKR Denali. Pursuant to the Underwriting Agreement, on March 6, 2024, the Company repurchased from the Underwriters 10,466,397 shares of Class A common stock sold to the Underwriters by KKR Denali in the Offering at a price per share of $ 54.46 , the same per share price paid by the Underwriters to KKR Denali in the Offering. In addition, under the Company's stock repurchase program, the Company repurchased from KKR Denali (i) 15,000,000 shares of its Class A common stock in a private transaction in August 2023 at $ 36.85 per share for an aggregate purchase price of $ 552.8 million and (ii) 15,952,381 shares of its Class A common stock in a private transaction in May 2023 at $ 21.0 per share for an aggregate purchase price of $ 335.0 million.
KKR Capital Markets LLC, an affiliate of KKR Denali, served as a joint lead arranger and joint bookrunner for the 2018 Credit Agreement. In connection with amendments to the 2018 Credit Agreement, the Company paid fees to KKR Capital Markets LLC of $ 0.1  million and $ 1.2 million in 2024 and 2023, respectively. In addition, KKR Corporate Lending (CA) LLC, an affiliate of KKR Denali, provided revolving credit commitments totaling $ 15.0  million under the 2018 Credit Agreement. The 2018 Credit Agreement was terminated in December 2024. See Note 9 — Debt for additional information.
Humans, Inc.
In February 2024, the Company entered into an agreement to invest $ 50.0  million in the Series C preferred stock financing of Humans, Inc., the developer of the Flip Shop social shopping app ("Flip Shop"). Eduardo Vivas, a member of the Company's board of directors, served as the Chief Operating Officer of Humans, Inc., and a member of its board of directors. The Company also entered into an arm's length commercial agreement with Humans, Inc. for the use of Axon AI to support advertising optimization on its app under a revenue-share model (the “Commercial Agreement”). The Company considered Humans, Inc. a related party through Mr. Vivas’ resignation from both positions at Humans, Inc. in September 2025. No transactions occurred under the Commercial Agreement. Under separate arrangements, Humans, Inc. used Axon Ads Manager for user acquisition on the Company's standard contractual terms, and related revenue was not material for the year ended December 31, 2025 or 2024.
During the year ended December 31, 2025, the Company recorded a full impairment of its $ 50.0  million investment in Humans, Inc. due to its deteriorating financial condition and uncertainty regarding its ability to continue as a going concern.
Tripledot
As discussed in Note 2—Summary of Significant Accounting Policies, the Company accounts for its equity interest in Tripledot under the equity method and, accordingly, considers Tripledot and its subsidiaries related parties beginning on the closing date of the Apps Business divestiture. For the period from the closing date through December 31, 2025, the Company recognized $ 19.0  million in revenue related to Tripledot and its subsidiaries’ use of the Company’s advertising solutions, reflecting their advertiser spend net of amounts paid or payable to them as publishers. In connection with the sale of the Apps Business, the Company also entered into a Transition Services Agreement (“TSA”) with Tripledot under which the Company agreed to provide limited administrative and transitional services for up to six months following the closing date. Amounts recorded under the TSA were not material for the year ended December 31, 2025.
Other Transactions
Herald Chen, the Company’s former President and Chief Financial Officer and a current member of its board of directors, served as an advisor to the Chief Executive Officer for a one-year term beginning on January 1, 2024. In connection with this role, Mr. Chen received an award of 62,418 RSUs with a grant-date fair value of $ 43.79 per share.
In March 2019, the Company entered into a promissory note with Rafael Vivas, the brother of Eduardo Vivas, a member of the Company's board of directors, for the purpose of advancing him funds to allow him to early exercise his stock options (“Vivas Note”). The Vivas Note was issued in the amount of $ 2.3  million at an interest rate of 2.59 %, and later amended on August 7, 2020 to lower the interest rate on the outstanding balance of such note to the then applicable IRS annual mid-term rate of 0.41 %. In March 2024, the principal amount due under the Vivas Note plus accrued interest, or $ 2.3  million, was repaid in full to the Company and the Vivas Note was extinguished.
The Company had no other material related party transactions in 2025, 2024, or 2023.
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable.

Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation and supervision of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
Our management, with the participation and supervision of our principal executive officer and our principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) and 15d-15(d) of the Exchange Act during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their desired objectives. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions, and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected.

Item 9B. Other Information
Securities Trading Plans of Directors and Executive Officers
During our last fiscal quarter, the following officers, as defined in Rule 16a-1(f), and director adopted or terminated a “Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, as follows:
On November 10, 2025 , Matt Stumpf , our Chief Financial Officer , adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense in Rule 10b5-1(c). The trading plan provides for the potential sale of up to 5,210 shares of our Class A common stock and up to 21,673 additional shares of our Class A common stock issuable upon vesting and settlement of RSUs, net of shares withheld for taxes. The trading plan is scheduled to be effective until November 30, 2026 , or earlier if all transactions under the trading plan are completed.
On November 17, 2025 , Victoria Valenzuela , our Chief Administrative & Legal Officer , terminated a Rule 10b5-1 trading plan , which was previously adopted on May 22, 2025 and intended to satisfy the affirmative defense in Rule 10b5-1(c). The terminated trading plan provided for the potential sale of up to an aggregate of 60,000 shares of our Class A common stock, as well as up to 28,603 additional shares of our Class A common stock issuable upon vesting and settlement of RSUs granted to Ms. Valenzuela, net of shares withheld for taxes. The trading plan also provided for the potential sale of additional shares of our Class A common stock issuable upon vesting and settlement of RSUs granted to Ms. Valenzuela subsequent to the adoption of the trading arrangement. The trading plan was scheduled to be effective until February 28, 2026, or earlier if all transactions under the trading plan were completed. On December 12, 2025 , Ms. Valenzuela adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense in Rule 10b5-1(c). The trading plan provides for the potential sale of up to 17,500 shares of our Class A common stock and up to 20,236 additional shares of our Class A common stock issuable upon vesting and settlement of RSUs, net of shares withheld for taxes. The trading plan is scheduled to be effective until December 31, 2026 , or earlier if all transactions under the trading plan are completed.
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On December 9, 2025 , Vasily Shikin , our Chief Technology Officer , adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense in Rule 10b5-1(c). The trading plan provides for the potential sale of up to 251,261 shares of our Class A common stock held by Mr. Shikin and up to 107,667 shares of our Class A common stock held by certain affiliated trusts. The trading plan is scheduled to be effective until November 25, 2026 , or earlier if all transactions under the trading plan are completed.
On December 10, 2025 , Eduardo Vivas , a member of our board of directors , adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense in Rule 10b5-1(c). The trading plan provides for the potential sale of up to 491,730 shares of our Class A common stock. The trading plan is scheduled to be effective until September 15, 2026 , or earlier if all transactions under the trading plan are completed.
No other officers, as defined in Rule 16a-1(f), or directors adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III

Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to the definitive proxy statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC, no later than 120 days after December 31, 2025 (the “Proxy Statement”).

Item 11. Executive Compensation
The information required by this item is incorporated by reference to the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the Proxy Statement.

Item 13. Certain Relationships and Related Party Transactions, and Director Independence
The information required by this item is incorporated by reference to the Proxy Statement.

Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the Proxy Statement.
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Part IV

Item 15. Exhibit and Financial Statement Schedules
Documents filed as part of this report are as follows:
(1) Consolidated Financial Statements: the Company's consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this report.
(2) Financial Statement Schedules: Financial statement schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.
(3) Exhibits: The documents listed below are incorporated by reference or are filed with this report, in each case as indicated therein.
EXHIBIT INDEX

Information Incorporated by Reference
Exhibit
Number Exhibit Title Form File No. Exhibit Filing Date

2.1#
Purchase Agreement, dated May 7, 2025, by and among Tripledot, Eton Games Inc., Tripledot Group Holdings Limited, AppLovin Corporation, Morocco, Inc., and AppLovin GmbH.
8-K
001-40325
2.1 May 7, 2025

2.2
Amendment to Purchase Agreement, dated June 30, 2025, by and among Tripledot, Eton Games Inc., Tripledot Group Holdings Limited, AppLovin Corporation, Morocco, Inc., and AppLovin GmbH.
8-K
001-40325
2.1 July 1, 2025

3.1 Amended and Restated Certificate of Incorporation of the registrant.
S-1/A 333-253800 3.2 March 22, 2021

3.2 Certificate of Change of Location of Registered Agent and/or Registered office.
8-K 001-40325 3.1 June 15, 2021

3.3 Amended and Restated Bylaws of the registrant .
8-K 001-40325 3.1 February 6, 2023

4.1 Form of Class A common stock certificate of the registrant.
S-1 333-253800 4.1 March 2, 2021

4.2 Investors’ Rights Agreement among the registrant and certain holders of its capital stock, dated as of August 15, 2018, as amended.
S-1/A 333-253800 4.2 March 22, 2021

4.3 Form of Warrant to Purchase Class A Common Stock.
S-1 333-253800 4.3 March 2, 2021

4.4 Description of Capital Stock .
10-K
001-40325
4.4 February 28, 2023

4.5 Indenture, dated December 5, 2024, by and between AppLovin Corporation and Wilmington Trust, National Association, as trustee.
8-K
001-40325
4.1 December 5, 2024

4.6 First Supplemental Indenture, dated as of December 5, 2024, by and between AppLovin Corporation and Wilmington Trust, National Association, as trustee.
8-K
001-40325
4.2 December 5, 2024

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4.7 Form of Global Note for 5.125% Senior Notes due 2029 (included as Exhibit A to 4.6).
8-K
001-40325
4.3 December 5, 2024

4.8 Form of Global Note for 5.375% Senior Notes due 2031 (included as Exhibit B to 4.6).
8-K
001-40325
4.4 December 5, 2024

4.9 Form of Global Note for 5.500% Senior Notes due 2034 (included as Exhibit C to 4.6).
8-K
001-40325
4.5 December 5, 2024

4.10 Form of Global Note for 5.950% Senior Notes due 2054 (included as Exhibit D to 4.6).
8-K
001-40325
4.6 December 5, 2024

10.1+ Form of Indemnification Agreement between the registrant and each of its directors and executive officers.
S-1 333-253800 10.1 March 2, 2021

10.2+ AppLovin Corporation 2011 Equity Incentive Plan and related form agreements.
S-1 333-253800 10.2 March 2, 2021

10.3+ AppLovin Corporation 2021 Equity Incentive Plan and related form agreements.
S-1/A 333-253800 10.3 March 22, 2021

10.4+ AppLovin Corporation 2021 Executive Incentive Compensation Plan.
S-1/A 333-253800 10.4 March 22, 2021

10.5+ AppLovin Corporation 2021 Employee Stock Purchase Plan and related form agreements.
10-Q
001-40325
10.1 August 7, 2024

10.6 Amended and Restated AppLovin Corporation 2021 Partner Studio Incentive Plan and related form agreements.
10-K
001-40325
10.6 February 28, 2023

10.7+ AppLovin Corporation Outside Director Compensation Policy .

10.8+ Executive Change in Control and Severance Plan and Summary Plan Description.
S-1/A 333-253800 10.8 March 22, 2021

10.9+ Form of Confirmatory Employment Letter between the registrant and each of its executive officers.
S-1 333-253800 10.7 March 2, 2021

10.10 Amended and Restated Sublease, by and between 1050 Page Mill Road Property, LLC and AppLovin Corporation, dated as of February 18, 2021.
S-1 333-253800 10.8 March 2, 2021

10.11+
Equity Exchange Agreement between the registrant and Herald Chen, dated March 16, 2021.
S-1/A 333-253800 10.18 March 22, 2021

10.12+
Form of Performance-Based Restricted Stock Unit Agreement.
8-K
001-40325
10.1 March 13, 2023

10.13 Credit Agreement, dated as of December 5, 2024, by and between AppLovin Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
8-K
001-40325
4.1 December 5, 2024

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19.1 Insider Trading Policy.

21.1 List of subsidiaries of the registrant.
10-K
001-40325
21.1 February 27, 2025

23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

24.1 Power of Attorney (included on signature page hereto).

31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1† Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Compensation Recovery Policy.
10-K
001-40325
97.1 February 26, 2024

101 The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity (Deficit), (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (contained in Exhibit 101).

+
Indicates management contract or compensatory plan.

#
Certain exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). We agree to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

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

Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 19, 2026 APPLOVIN CORPORATION
By: /s/ Adam Foroughi
Adam Foroughi
Chief Executive Officer

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Adam Foroughi, Matthew Stumpf and Victoria Valenzuela, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

Signature
Title Date
/s/ Adam Foroughi Chief Executive Officer and Chairperson

 Adam Foroughi
(Principal Executive Officer)
February 19, 2026

/s/ Matthew Stumpf
Chief Financial Officer

 Matthew Stumpf
( Principal Financial Officer )
February 19, 2026

/s/ Dmitriy Dorosh
Vice President, Controller

 Dmitriy Dorosh
( Principal Accounting Officer )
February 19, 2026

/s/ Craig Billings Director
 Craig Billings
February 19, 2026

/s/ Herald Chen
Director

 Herald Chen
February 19, 2026

/s/ Margaret Georgiadis Director
 Margaret Georgiadis
February 19, 2026

/s/ Alyssa Harvey Dawson Director

 Alyssa Harvey Dawson
February 19, 2026

/s/ Barbara Messing Director
 Barbara Messing
February 19, 2026

/s/ Todd Morgenfeld Director
 Todd Morgenfeld
February 19, 2026

/s/ Eduardo Vivas Director
 Eduardo Vivas
February 19, 2026

/s/ Maynard Webb
Director
 Maynard Webb
February 19, 2026

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