AppLovin (APP) Risk Factor Changes

Any person or entity purchasing or otherwise acquiring or holding or owning (or continuing to hold or own) any interest in any of our securities shall be deemed to have notice of and consented to the foregoing bylaw p…

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions.

Our amended and restated certificate of incorporation authorizes us to issue up to 1,500,000,000 shares of Class A common stock, up to 150,000,000 shares of Class C common stock, and up to 100,000,000 shares of prefer…

Our board of directors has authorized a share repurchase program under which we repurchase shares of our Class A common stock from time to time.

•third-party data published about us or other advertising companies, whether or not such data accurately reflects circumstances;

•actual or perceived significant data privacy or cybersecurity incidents involving our advertising solutions;

The market price of our Class A common stock has been, and could continue to be, volatile, and you could lose all or part of your investment.

As of December 31, 2025, we had a total of $3.6 billion in aggregate principal amount of senior unsecured notes outstanding (the “Senior Notes”).

We have indebtedness, and our obligations thereunder may limit our operational flexibility or otherwise adversely affect our business, financial condition, and results of operations.

We also cannot be certain that existing intellectual property laws will provide adequate protection for our products in connection with emerging technologies.

We are involved in or may become involved in claims, suits, government investigations, including formal and informal inquiries or requests for information or audits from government authorities and regulators, and proc…

As a result of disclosure of information in our public filings with the SEC as required of a public company, our business and financial condition has become more visible, which has resulted in and may in the future re…

In addition, regardless of any legal protections that may limit our liability for the actions of third parties, our clients may not comply with their obligations and we may incur significant legal expenses and other c…

As a distributor of content, we face potential liability for negligence, copyright, patent or trademark infringement, public performance royalties, or other claims based on the nature and content of materials that we…

If we are found liable for content or advertising that is served through our advertising solutions, our business could be adversely affected.

We have implemented an international structure involving our Singapore subsidiary, which may be challenged by tax authorities, and if such challenges are successful, the tax savings we expect to realize could be adver…

In addition, we are subject to federal, state, and local taxes in the United States and numerous foreign jurisdictions.

Our tax obligations are based in part on our corporate operating structure and intercompany arrangements, including the manner in which we develop, value, manage, and use our intellectual property; the valuation of ou…

We are subject to tax laws, regulations, and rulings in the United States and numerous foreign jurisdictions.

In addition to the United States, various other countries regulate the import and export of certain encryption and other technology, including import and export licensing requirements, and have enacted laws that could…

We are subject to the Foreign Corrupt Practices Act (the "FCPA"), the U.S.

Furthermore, the growth and development of e-commerce and virtual goods may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours conducting business thr…

information or other data may result in governmental enforcement actions or other proceedings, claims, demands, and litigation by private parties, or public statements against us by consumer advocacy groups or others…

Another example of increasingly stringent privacy legislation is California’s passage of the CCPA, which went into effect in 2020, and created new privacy rights for residents, including a private right of action for…

Governments and regulatory authorities have proposed and enacted laws and regulations relating to the collection and processing of information concerning consumer behavior, including by restricting certain targeted ad…

We receive, store, and process personal information and other data, including data relating to individuals and households, and certain aspects of our services involve sharing data with demand partners and service prov…

We rely on third parties for various aspects of our business, including demand-side platforms, agencies, advertisers, and publishers who use our advertising solutions.

We believe that investing in and maintaining our brands and overall reputation is critical to maintaining and creating favorable relationships with, and our ability to attract, new clients and key personnel.

If we do not successfully or cost-effectively invest in, protect and enhance our brands and reputation, our business, financial condition, and results of operations could be adversely affected.

Our clients are not required to enter into long-term agreements with us and may choose to stop using our advertising solutions at any time.

We have experienced rapid growth in the scale, scope, and complexity of our business.

•diversion of our management’s attention in the acquisition and integration process, including oversight over acquired businesses;

Challenges and risks from such strategic transactions include:

The benefits of a strategic transaction may also take considerable time to develop, and we cannot be certain that any particular strategic transaction will produce the intended benefits.

Absent such strategic transactions, we would need to undertake additional development or commercialization activities at our own expense, which activities may not become commercially successful or financially viable.

Further, completing larger acquisitions or other strategic transactions can involve significantly more risk in that such transactions can involve complicated integrations and require significant management attention t…

•competitors with intellectual property rights and significant market share in those markets and with a better understanding of user preferences;

•the inability to offer certain advertising solutions in certain foreign countries;

We expect to continue to expand our international operations in the future.

Further, we have operations in China and the continuing tension between the U.S.

Our business is also impacted by geopolitical conditions.

In the past, we have grown by expanding our offerings into new business opportunities and we expect to continue to do so.

We face concentration risk in that our advertising solutions primarily operate in the mobile app ecosystem and specifically mobile gaming.

Our reputation and ability to attract and retain our clients depends in part on the reliable performance of our advertising solutions.

If, on the other hand, we do not continue to enhance our advertising solutions, or do not appropriately allocate our resources amongst opportunities, or we otherwise elect not to pursue new business models that achiev…

may not be introduced in a timely or cost-effective manner and may contain errors or defects, both of which could adversely affect our business, financial condition, and results of operations.

Technology changes rapidly in the advertising ecosystem.

The advertising ecosystem is subject to rapid technological change, and if we do not adapt to, and appropriately allocate our resources among, emerging technologies and business models, our business, financial conditi…

We also face competition for advertising spending from game platforms such as personal computer and console games, and other leisure time activities, such as television, movies, music, sports, and the internet.

We face significant competition in the advertising ecosystem.

The advertising ecosystem is intensely competitive.

•the impact of macroeconomic conditions, including tariffs, trade wars, inflation, and high interest rates, political uncertainty and international conflicts around the world, such as in Ukraine and the Middle East, a…

•our ability to establish and maintain our brand and reputation;

•our ability to improve the effectiveness and predictability of our advertising and maintain and improve Axon AI, our advertising recommendation engine;

We believe that our company culture has been critical to our success and will be important for our continued growth.

We believe strongly in operating a lean organizational structure, leveraging technology wherever possible, as it allows us to adapt our business as needed and affords increased opportunity to our employees.

Similarly, in February 2022, Google announced its Privacy Sandbox initiative for Android, a multi-year effort aimed at reducing cross-app tracking and limiting reliance on user identifiers.

For example, since 2021, Apple has implemented an application tracking transparency framework that, among other things, requires users' opt-in consent for certain tracking.

The mobile app ecosystem depends in part on a relatively small number of third-party distribution platforms, such as the Apple App Store, the Google Play Store, and Meta, some of which are direct competitors.

If third-party platforms change their policies in a way that harms our business, including the design and effectiveness of our advertising solutions, our business, financial condition, and results of operations could…

security breaches or incidents.

In addition to our efforts to mitigate cybersecurity risks, we are working to combat misuse of our services and end user data by third parties.

Further, we utilize AI technologies in our advertising solutions and in our business operations and may expand such use in the future.

Malware (including ransomware), viruses, social engineering (predominantly spear phishing attacks or smishing), and general hacking have become more prevalent in the advertising and mobile app ecosystems.

The advertising and mobile app ecosystems are prone to cyberattacks by third parties seeking unauthorized access to our data or the data of our clients or their end users or to disrupt our ability to provide service.

In particular, it is difficult to predict if, when, or how newly-launched products, software or new markets may begin to generate revenue or when products or software may decline in popularity.

•changes in regional or global business or macroeconomic conditions, including as a result of political uncertainty and international conflicts around the world, inflation, and high interest rates, which may impact th…

•the development and introduction of new solutions or entry into new markets by us or our competitors;

•the timing and efficacy of improvements to our algorithms, models and Axon AI, our advertising recommendation engine, generally;

•changes to our advertising solutions or other offerings;

•our ability to maintain and grow our client base;

•our indebtedness and obligations thereunder;

•liability for content or advertising that is served through our advertising solutions;

•compliance with governmental anti-bribery, export and import controls, economic sanctions, and other international trade laws and regulations;

•our ability to protect and enhance our brand and reputation;

•risks related to our strategic transactions, including integration and managing growth;

•risks related to the expansion and diversification of our operations, in the United States and globally, including through future strategic transactions and efforts related thereto;

Any person or entity purchasing or otherwise acquiring or holding or owning (or continuing to hold or own) any interest in any of our securities shall be deemed to have notice of and consented to the foregoing bylaw p…

from time to time in connection with a financing, acquisition, investment, our equity incentive plans, or otherwise.

Certain of the metrics that we disclose are calculated using internal company data that has not been independently verified or data from third-party attribution partners.

We rely on assumptions and estimates to calculate certain of our key metrics and real or perceived inaccuracies in such metrics could adversely affect our reputation and our business.

In addition, many of our Apps are built on proprietary source code of third parties, such as Unity Software.

While most of the intellectual property we use in our Advertising solutions and Apps is created by us, from time to time, we also acquire rights to third-party intellectual property.

Our ability to acquire and maintain licenses to intellectual property may affect our business, financial condition, and results of operations.

penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our business, with some changes possibly affecting our tax obligations in future…

the growth of the advertising ecosystem.

With respect to our Apps, we are potentially subject to a number of foreign and domestic laws and regulations that affect the offering of certain types of content, such as content that depicts violence, the social cas…

We endeavor to comply with industry standards and are subject to the terms of our privacy-related obligations and commitments to users and third parties.

Further, children’s privacy has been a focus of recent enforcement activities and subjects our business to potential liability that could adversely affect our business, financial condition, or operating results.

Moreover, the GDPR and other similar regulations require companies to give specific types of notice and in some cases seek consent from consumers and other data subjects before collecting or using their data for certa…

the subject of additional legislative activity and regulatory guidance.

With regard to transfers to the United States of personal data from our employees and European users and other third parties, we historically relied upon the EU-U.S.

The failure of these third parties to provide or maintain adequate services and technologies could result in a disruption to our business operations.

We rely on third parties for various aspects of our business, including demand-side platforms, agencies, advertising partners, and publishers who use our Advertising solutions.

Further, despite reasonable precautions, some users may be offended by certain mobile app content, advertisements displayed in our Apps or by the treatment of other users.

Expectations regarding the quality, performance, and integrity of our Apps are high.

If our Apps do not meet user expectations, or contain objectionable content, our reputation, business, financial condition, and results of operations could be adversely affected.

Although we have been profitable on a GAAP basis and had positive cash flow from operations in certain prior periods, we may not always achieve sufficient revenue or manage our expenses in order to achieve positive ca…

We anticipate increasing our operating expenses in the future, and we may not be able to achieve or maintain our profitability in any given period.

Any changes in user, third-party platform, or regulator views towards IAPs, or any inability by us to respond to changing trends with respect to IAPs, could adversely affect our business, financial condition, and resu…