APP Form 4: CFO Stumpf Withholds RSUs and Sells Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Applovin Corp (APP) insider filings show CFO Matthew Stumpf reduced his Class A common stock holdings through withholding of shares to satisfy taxes on vested RSUs and subsequent market sales under a Rule 10b5-1 plan. On 08/20/2025 the issuer withheld 5,890 shares at a reported price of $412.38 to satisfy tax withholding for RSU vesting. On 08/21/2025 the reporting person sold an additional 4,874 shares in multiple trades at weighted average prices reported between $411.62 and $431.20. Beneficial ownership declined from 186,531 shares to 181,657 shares following these transactions. The Form 4 notes the 10b5-1 plan was adopted on March 7, 2025.

Positive

• Sales executed under a documented Rule 10b5-1 trading plan, adopted March 7, 2025, which supports pre-planned, non-discretionary insider transactions.
• Issuer withheld shares to satisfy RSU tax obligations rather than requiring the reporting person to sell additional shares, indicating routine compensation settlement.

Negative

• Reported beneficial ownership decreased from 186,531 shares to 181,657 shares following withholding and sales.
• Multiple market sales on 08/21/2025 totaling 4,874 shares, which reduces insider stake in the company.

Insights

Securities Analyst

TL;DR: CFO sold shares via withholding and a pre-established 10b5-1 plan, reducing beneficial holdings modestly; no derivative activity reported.

The filing documents routine insider activity: RSU net settlement withholding on 08/20/2025 (5,890 shares) to cover tax obligations and multiple sales on 08/21/2025 (4,874 shares) executed under a 10b5-1 plan adopted March 7, 2025. The transactions lowered reported Class A holdings from 186,531 to 181,657 shares. There are no derivative (options or convertible) transactions disclosed on this Form 4, and the seller has committed to provide trade-level detail if requested by regulators or holders.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard governance practices: tax-withholding on RSUs and sales under a documented 10b5-1 plan; transparency provisions included.

The report indicates adherence to accepted insider-trading protocols: a documented Rule 10b5-1 plan and explicit explanation that withheld shares were for tax remittance. The filing includes commitments to provide granular sale-price allocation on request, which supports disclosure transparency. No unexpected departures, option exercises, or other governance red flags are presented in this Form 4.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stumpf Matthew

(Last) (First) (Middle)

1100 PAGE MILL ROAD

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AppLovin Corp [ APP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer (CFO)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/20/2025		F		5,890(1)	D	$412.38	186,531(2)	D
Class A Common Stock	08/21/2025		S(3)		2,537	D	$411.65(4)	183,994(2)	D
Class A Common Stock	08/21/2025		S(3)		100	D	$415.71	183,894(2)	D
Class A Common Stock	08/21/2025		S(3)		200	D	$417.13(5)	183,694(2)	D
Class A Common Stock	08/21/2025		S(3)		937	D	$418.53(6)	182,757(2)	D
Class A Common Stock	08/21/2025		S(3)		200	D	$419.46(7)	182,557(2)	D
Class A Common Stock	08/21/2025		S(3)		200	D	$420.59(8)	182,357(2)	D
Class A Common Stock	08/21/2025		S(3)		100	D	$422.89	182,257(2)	D
Class A Common Stock	08/21/2025		S(3)		100	D	$424.3	182,157(2)	D
Class A Common Stock	08/21/2025		S(3)		200	D	$426.38(9)	181,957(2)	D
Class A Common Stock	08/21/2025		S(3)		200	D	$429.06(10)	181,757(2)	D
Class A Common Stock	08/21/2025		S(3)		100	D	$431.2	181,657(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting and net settlement of previously reported Restricted Stock Units ("RSUs").

2. Certain of these securities are represented by RSUs.

3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025.

4. The sales were executed in multiple trades at prices ranging from $411.62 to $412.43. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

5. The sales were executed in multiple trades at prices ranging from $416.74 to $417.52. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

6. The sales were executed in multiple trades at prices ranging from $418.12 to $418.94. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

7. The sales were executed in multiple trades at prices ranging from $419.22 to $419.70. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

8. The sales were executed in multiple trades at prices ranging from $420.46 to $420.72. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

9. The sales were executed in multiple trades at prices ranging from $426.03 to $426.73. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

10. The sales were executed in multiple trades at prices ranging from $428.97 to $429.15. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

Remarks:

	/s/ Victoria Valenzuela, Attorney-in-fact	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Applovin CFO Matthew Stumpf report on Form 4 (APP)?

The filing reports a tax-withholding net settlement of 5,890 RSU shares on 08/20/2025 and market sales of 4,874 shares on 08/21/2025 executed under a 10b5-1 plan.

How did Matthew Stumpf's beneficial ownership change after these transactions?

Beneficial ownership declined from 186,531 shares to 181,657 shares as reported on the Form 4.

Were the 08/21/2025 sales discretionary or pre-planned?

The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 7, 2025.

Were any derivative securities (options, puts, calls) reported in this Form 4 for APP?

No derivative securities transactions are reported in Table II of this Form 4; only Class A common stock withholding and sales are disclosed.

What prices were reported for the sales on 08/21/2025?

The filing reports weighted average sale prices and ranges across multiple trades with reported prices between $411.62 and $431.20; specific allocations per trade are available upon request as noted in the filing.