AppLovin Corp

For the period ended Jun 3, 2026. Filed Apr 21, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 3, 2026 · Filed Apr 21, 2026

APP$391.22+9.9%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

AppLovin Corporation

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Letter to Our Stockholders

Adam Foroughi
Fellow Stockholders,AppLovin had another milestone year in 2025, with exceptional financial performance and the sale of our Apps business sharpening our focus on our core advertising platform.Our financial results put us in a rare air: $5.5 billion in revenue with 70% annual growth paired with $4.5 billion in Adjusted EBITDA (+87% year-over-year) and $4.0 billion in Free Cash Flow (+91% year-over-year). We also continued to deliver value for stockholders, repurchasing $2.2 billion of our Class A common stock throughout the year and increasing our repurchase program authorization by $3.2 billion in October.During the year, we launched our rebranded Axon Ads Manager and made meaningful improvements to our Axon AI recommendation engine, all while continuing the early introduction of web-based e-commerce advertisers to our platform. Our mission is to make profitable growth accessible to every business. As we continue our expansion into e-commerce and other major advertising categories, we are excited to show even more businesses how Axon can drive their revenues. We’ll remain focused on improving our core Axon technologies and delivering measurable results for advertisers.On the governance front, we are pleased to announce the transition of Craig Billings into the role of independent Chairperson. We first met in 2013, when Craig’s business was a customer of AppLovin. He deeply understands what we do and has seen firsthand how we help grow businesses. He has also played a key role leading the Board as our Lead Independent Director over the past five years. As a result, Craig is well-suited to take on this new role, which strengthens the independent leadership of the Board while allowing management to continue executing on Adam’s long-term vision.In pursuing the tremendous opportunities in front of us, our full Board of Directors believes the AppLovin team will continue to create long-term stockholder value, and remains committed to providing strong oversight of strategy, capital allocation and risk management.To our stockholders - thank you for your investment in AppLovin and your belief in our future.Sincerely,
Chief Executive Officer and Co-Founder
Craig Billings
Chairperson of the Board of Directors
Adam Foroughi	Craig Billings

AppLovin Corporation

2026 Proxy Statement

1100 Page Mill Road | Palo Alto, California 94304

Our Board of Directors has fixed the close of business on April 13, 2026 as the record date for the Annual Meeting. Stockholders of record on April 13, 2026 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. The accompanying proxy statement and our 2025 annual report are available at www.proxyvote.com. You will be asked to enter the 16 digit control number located on your proxy card.
Notice of Annual Meeting of Stockholders					MEETING DETAILS
Dear Stockholders of AppLovin Corporation:We cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of AppLovin Corporation, a Delaware corporation, to be held virtually via live audio webcast, where you will be able to listen to the meeting live, submit questions, and vote online. Your vote is important. Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the internet, by telephone, or by mail. We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:				Time10:00 a.m.Pacific Time
Proposals	Board Vote Recommendation
1	To elect nine (9) directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified;		FOR
	the election of each director nominee
2	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;	FOR
3	To approve, on an advisory basis, the compensation of our named executive officers;	FOR
4	To approve an amendment to our amended and restated certificate of incorporation to provide for officer exculpation as permitted by Delaware law;	FOR
						AGAINST
5	To vote on a stockholder proposal, if properly presented; and
6	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
By order of the Board of Directors,
Adam ForoughiChief Executive Officer and Co-FounderPalo Alto, CaliforniaThis notice and the accompanying proxy statement and form of proxy are being made available to stockholders on April 21, 2026.

AppLovin Corporation

2026 Proxy Statement

LETTER TO STOCKHOLDERS	i
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS	ii
ANNUAL MEETING INFORMATION	1
GOVERNANCE AND COMPENSATION HIGHLIGHTS	2
PROPOSAL NO. 1 - ELECTION OF DIRECTORS	3
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	4
Director Nominees	6
Board Leadership Structure and Role of the Independent Chairperson	15
Role of our Board in the Risk Oversight Process	16
Director Independence	17
Multi-Class Structure	17
Board Committees	18
Attendance at Board and Stockholder Meetings	21
Compensation Committee Interlocks and Insider Participation	21
Board of Directors Evaluations	21
Considerations in Evaluating Director Nominees	21
Stockholder Recommendations and Nominations to the Board of Directors	22
Communications with the Board of Directors	22
Other Governance Information	23
Director Compensation	24
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	27
AUDIT COMMITTEE REPORT	29
PROPOSAL NO. 3 - ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	30
EXECUTIVE OFFICERS	31
COMPENSATION DISCUSSION AND ANALYSIS	32
Business Context	32
Compensation Philosophy	32
Executive Compensation Policies and Practices	33

Our Compensation-Setting Process	34
Compensation Decisions	35
Elements of Executive Pay and 2025 Compensation	36
Other Compensation Information	38
Employment Arrangements	38
Post-Employment Compensation	39
Compensation Risk Assessment	39
COMPENSATION COMMITTEE REPORT	40
EXECUTIVE COMPENSATION TABLES	41
Summary Compensation Table for Fiscal Year 2025	41
Grants of Plan-Based Awards in 2025	42
Outstanding Equity Awards at 2025 Year-End	43
Option Exercises and Stock Vested in 2025	44
Potential Payments on Termination or Change in Control	45
Pay Versus Performance	47
CEO Pay Ratio	50
EQUITY COMPENSATION PLAN INFORMATION	51
PROPOSAL NO. 4 - AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION AS PERMITTED BY DELAWARE LAW	52
PROPOSAL NO. 5 - STOCKHOLDER PROPOSAL REGARDING DISCLOSURE OF VOTING RESULTS BY CLASS OF SHARES	54
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	57
QUESTIONS AND ANSWERS REGARDING THIS PROXY STATEMENT AND THE ANNUAL MEETING	63

AppLovin Corporation

iii

2026 Proxy Statement

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