AppLovin Corp

The multi-class structure of our common stock is intended to ensure that, for the foreseeable future, Mr. Foroughi continues to control or significantly influence the governance of the Company, which we believe will permit us to continue to advance his strategic vision and prioritize the creation of long-term stockholder value rather than short-term results. Our Nominating and Corporate Governance Committee and full Board periodically review our multi-class structure to assess the continued applicability of this rationale. While our Board cannot unilaterally make changes to the sunset provisions related to our Class B common stock, as any such changes would also require the approval of the holders of two-thirds of the outstanding shares of our Class B common stock, both our Nominating and Corporate Governance Committee and full Board continue to believe that our multi-class structure is in the best interest of AppLovin and its stockholders.

AppLovin is considered a “controlled company” under the Nasdaq corporate governance rules because Messrs. Foroughi and Chen, together with certain affiliated trusts and entities (the “Voting Agreement Parties”) are parties to a voting agreement (the “Voting Agreement”) and collectively hold a majority of the voting power of our outstanding common stock. As a controlled company, we are eligible for exemptions from certain Nasdaq corporate governance rules related to the independence of our Board and committees and Board evaluation requirements. However, we do not rely on any of these exemptions and we maintain the following governance practices:

•a majority of the members of our Board of Directors are independent;

•all members of our Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee are independent;

•we have an independent Chairperson to help maintain a strong, independent, and active Board, and previously utilized a lead independent director role;

•our independent directors meet regularly in executive sessions—without non-independent directors or management present—following Board of Directors and committee meetings; and

•we conduct annual performance evaluations of the Board and its committees.

Under the Voting Agreement, all shares of our common stock held by the Voting Agreement Parties and their respective permitted entities and permitted transferees will be voted as determined by Mr. Foroughi and Mr. Chen. As a result, the Voting Agreement Parties will collectively be able to determine or significantly influence any action requiring the approval of our stockholders, including the election of our Board of Directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger, sale of all or substantially all of our assets, or other major corporate transaction. For additional information on the voting power of the Voting Agreement Parties, see the section titled “Security Ownership of Certain Beneficial Owners and Management.”

Mr. Chen is also party to an Equity Exchange Right Agreement which provides that he may exchange certain shares received upon the exercise of stock options for an equivalent number of shares of our Class B common stock, as further described in the section titled “Certain Relationships, Related Party, and Other Transactions.”