APP Form 4: Officer sells 16,599 Class A shares; RSUs withheld

Rhea-AI Filing Summary

Victoria Valenzuela, an officer (CALO & Corp. Secretary) of AppLovin Corp (APP), reported equity changes on Form 4. On 08/20/2025 the issuer withheld 7,702 Class A shares to satisfy tax-withholding related to vested RSUs (price shown $412.38). On 08/21/2025 the reporting person sold a total of 16,599 Class A shares under a Rule 10b5-1 trading plan adopted May 22, 2025, at weighted average sale prices ranging roughly from $411.62 to $431.02 across multiple trades. Beneficial ownership declined from 336,554 shares after the withholding to 319,955 shares following the reported sales. The Form 4 is signed and dated 08/22/2025.

Positive

• RSU tax withholding of 7,702 shares was executed by the issuer to satisfy withholding obligations rather than an open-market sale by the reporting person
• Sales conducted under a Rule 10b5-1 plan (adopted May 22, 2025), indicating transactions were pre-planned and not opportunistic

Negative

• Insider sold 16,599 Class A shares on 08/21/2025, reducing beneficial ownership from 336,554 to 319,955 shares
• Weighted-average sale prices reported range approximately from $411.62 to $431.02, representing material proceeds from the disposition (specific proceeds not aggregated in filing)

Insights

Financial Analyst

TL;DR: Insider sold 16,599 shares via a pre-established 10b5-1 plan; ownership fell to 319,955 shares.

The dispositions were executed under a Rule 10b5-1 plan, indicating pre-planned sales rather than opportunistic trading. Total shares sold reported on 08/21/2025 equal 16,599, with weighted-average prices spanning the low-$400s to low-$430s. The withholding of 7,702 shares on 08/20/2025 reflects RSU tax settlement and did not represent an open-market sale by the reporting person. For investors, the transaction reduces an individual officer's direct stake modestly but contains no operational or financial performance information.

Corporate Governance Expert

TL;DR: Sales executed under a documented 10b5-1 plan and routine tax withholding; disclosure appears complete.

The Form 4 discloses both the tax-withholding of vested RSUs and subsequent sales under a 10b5-1 plan adopted on May 22, 2025. Multiple weighted-average prices are provided and the filer offers to supply trade-level details on request, which supports transparency. The filing shows a routine pattern of equity administration and pre-arranged insider selling rather than ad-hoc executive departures or undisclosed transfers.

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^*

Valenzuela Victoria

(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)
	CALO & Corp. Secretary

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		7,702(1)	D	$412.38	336,554(2)	D
Class A Common Stock	08/21/2025		S(3)		2,551	D	$411.82(4)	334,003(2)	D
Class A Common Stock	08/21/2025		S(3)		2,841	D	$413.18(5)	331,162(2)	D
Class A Common Stock	08/21/2025		S(3)		1,717	D	$413.97(6)	329,445(2)	D
Class A Common Stock	08/21/2025		S(3)		1,673	D	$415.69(7)	327,772(2)	D
Class A Common Stock	08/21/2025		S(3)		1,841	D	$416.7(8)	325,931(2)	D
Class A Common Stock	08/21/2025		S(3)		1,600	D	$418.08(9)	324,331(2)	D
Class A Common Stock	08/21/2025		S(3)		1,367	D	$418.95(10)	322,964(2)	D
Class A Common Stock	08/21/2025		S(3)		509	D	$420.11(11)	322,455(2)	D
Class A Common Stock	08/21/2025		S(3)		400	D	$420.94(12)	322,055(2)	D
Class A Common Stock	08/21/2025		S(3)		400	D	$422.38(13)	321,655(2)	D
Class A Common Stock	08/21/2025		S(3)		400	D	$424.53(14)	321,255(2)	D
Class A Common Stock	08/21/2025		S(3)		200	D	$425.48(15)	321,055(2)	D
Class A Common Stock	08/21/2025		S(3)		200	D	$426.59(16)	320,855(2)	D
Class A Common Stock	08/21/2025		S(3)		400	D	$428.07(17)	320,455(2)	D
Class A Common Stock	08/21/2025		S(3)		200	D	$429.09(18)	320,255(2)	D
Class A Common Stock	08/21/2025		S(3)		300	D	$430.6(19)	319,955(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 May 22, 2025.

4. The sales were executed in multiple trades at prices ranging from $411.62 to $412.61. 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 $412.64 to $413.60. 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 $413.64 to $414.61. 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 $415.25 to $416.12. 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 $416.25 to $417.24. 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 $417.57 to $418.56. 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 $418.63 to $419.48. 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.

11. The sales were executed in multiple trades at prices ranging from $419.67 to $420.54. 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.

12. The sales were executed in multiple trades at prices ranging from $420.67 to $421.19. 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.

13. The sales were executed in multiple trades at prices ranging from $421.90 to $422.76. 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.

14. The sales were executed in multiple trades at prices ranging from $424.27 to $425.20. 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.

15. The sales were executed in multiple trades at prices ranging from $425.27 to $425.68. 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.

16. The sales were executed in multiple trades at prices ranging from $426.43 to $426.75. 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.

17. The sales were executed in multiple trades at prices ranging from $427.55 to $428.54. 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.

18. The sales were executed in multiple trades at prices ranging from $428.97 to $429.21. 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.

19. The sales were executed in multiple trades at prices ranging from $430.33 to $431.02. 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	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 did Victoria Valenzuela report on the Form 4 for APP?

The Form 4 reports that Victoria Valenzuela had 7,702 Class A shares withheld on 08/20/2025 to satisfy RSU tax withholding and sold 16,599 Class A shares on 08/21/2025 under a Rule 10b5-1 plan, leaving her with 319,955 shares.

Were the sales by the reporting person pre-planned?

Yes. The Form 4 states the sales on 08/21/2025 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 22, 2025.

How many shares were withheld for taxes and at what price?

The issuer withheld 7,702 shares on 08/20/2025 in connection with RSU vesting; the price shown for that transaction is $412.38.

What was the change in beneficial ownership reported?

Beneficial ownership decreased from 336,554 shares after the withholding to 319,955 shares after the sales.

Does the Form 4 provide trade-level sale prices?

The filing reports weighted-average prices for groups of trades and gives price ranges for each group; the filer offers to provide trade-level details upon request by the SEC staff, issuer, or a security holder.