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APP Form 4: Foroughi discloses RSU withholding and numerous Class A sales

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Arash Foroughi, CEO and Chairperson of AppLovin Corp (APP), reported multiple transactions on 08/20/2025. The Form 4 shows disposals of Class A common stock in numerous blocks at weighted-average prices reported in the filing, plus withholdings of 9,129 shares to satisfy tax obligations related to RSU vesting. The filing lists direct beneficial ownership amounts of 2,719,183 and 2,710,054 shares in two reported lines, and multiple indirect holdings and derivative positions that convert to Class A shares (each line reports underlying amounts of 211,854 or similar). Several sales were executed across price ranges noted in the footnotes and some shares are held in LLCs for the benefit of the reporting person’s children, with the reporting person disclaiming beneficial ownership of those LLC-held shares.

Positive

  • Comprehensive disclosure of direct, indirect and derivative positions including footnoted price ranges for sales
  • RSU tax withholding is explicitly noted (9,129 shares) rather than undisclosed net settlement
  • Use of family LLCs for holding shares is disclosed with disclaimers of beneficial ownership

Negative

  • Significant insider sales executed on 08/20/2025 across many blocks (e.g., 41,180 shares disposed) reducing reported holdings
  • Multiple small-block disposals at varying prices may complicate transparency for assessing the exact volume sold at each price without staff request

Insights

TL;DR: Insider executed multiple sales and tax-withholding on RSU vesting; reported holdings remain substantial.

The Form 4 documents numerous open-market disposals of Class A shares on 08/20/2025 across a wide set of price brackets, plus the issuer withholding 9,129 shares to cover taxes on vested RSUs. Reported direct holdings lines show multi-million share positions, and derivative entries note sizeable Class B interests exchangeable into Class A shares that underlie over 200,000 Class A-equivalent shares per line. For investors this is a routine disclosure of insider liquidity events and estate/beneficiary structuring; the filing provides granular execution ranges in footnotes for auditability.

TL;DR: Multiple disposals and transfers are disclosed; several holdings are held in family LLCs with disclaimers.

Disclosure shows the reporting person is a director, CEO and a 10% owner, and that certain shares are held indirectly in various 2020 LLC vehicles for the benefit of children, with disclaimers of beneficial ownership. The Form 4 also documents RSU net-settlement withholdings and numerous small-block sales with documented price ranges. From a governance standpoint the filing meets Section 16 transparency requirements by reporting both direct and indirect positions and providing execution-range footnotes for the block trades.

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).
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*
Foroughi Arash Adam

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO & Chairperson
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 G 41,180 D $0.00 2,719,183(1) D
Class A Common Stock 08/20/2025 F 9,129(2) D $412.38 2,710,054(1) D
Class A Common Stock 08/20/2025 C 10,429 A $0.00 10,429 I See Footnote(3)
Class A Common Stock 08/20/2025 S 300 D $386.35(4) 10,129 I See footnote(3)
Class A Common Stock 08/20/2025 S 100 D $387.95 10,029 I See footnote(3)
Class A Common Stock 08/20/2025 S 200 D $389.39(5) 9,829 I See footnote(3)
Class A Common Stock 08/20/2025 S 300 D $391.53(6) 9,529 I See footnote(3)
Class A Common Stock 08/20/2025 S 582 D $392.54(7) 8,947 I See footnote(3)
Class A Common Stock 08/20/2025 S 400 D $393.65(8) 8,547 I See footnote(3)
Class A Common Stock 08/20/2025 S 200 D $395.34(9) 8,347 I See footnote(3)
Class A Common Stock 08/20/2025 S 100 D $396.19 8,247 I See footnote(3)
Class A Common Stock 08/20/2025 S 300 D $398.96(10) 7,947 I See footnote(3)
Class A Common Stock 08/20/2025 S 400 D $401.08(11) 7,547 I See footnote(3)
Class A Common Stock 08/20/2025 S 300 D $402.36(12) 7,247 I See footnote(3)
Class A Common Stock 08/20/2025 S 300 D $403.97(13) 6,947 I See footnote(3)
Class A Common Stock 08/20/2025 S 800 D $405.65(14) 6,147 I See footnote(3)
Class A Common Stock 08/20/2025 S 1,558 D $406.67(15) 4,589 I See footnote(3)
Class A Common Stock 08/20/2025 S 1,501 D $407.55(16) 3,088 I See footnote(3)
Class A Common Stock 08/20/2025 S 600 D $408.92(17) 2,488 I See footnote(3)
Class A Common Stock 08/20/2025 S 600 D $410.82(18) 1,888 I See footnote(3)
Class A Common Stock 08/20/2025 S 1,788 D $412.05(19) 100 I See footnote(3)
Class A Common Stock 08/20/2025 S 100 D $412.55 0.00 I See footnote(3)
Class A Common Stock 08/20/2025 C 10,429 A $0.00 10,429 I See footnote(20)
Class A Common Stock 08/20/2025 S 300 D $386.35(21) 10,129 I See footnote(20)
Class A Common Stock 08/20/2025 S 100 D $387.94 10,029 I See footnote(20)
Class A Common Stock 08/20/2025 S 200 D $389.29(22) 9,829 I See footnote(20)
Class A Common Stock 08/20/2025 S 500 D $391.66(23) 9,329 I See footnote(20)
Class A Common Stock 08/20/2025 S 500 D $392.43(24) 8,829 I See footnote(20)
Class A Common Stock 08/20/2025 S 300 D $393.67(25) 8,529 I See footnote(20)
Class A Common Stock 08/20/2025 S 200 D $395.17(26) 8,329 I See footnote(20)
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
Class B Common Stock (27) 08/20/2025 C 10,429 (27) (27) Class A Common Stock (27) $0.00 211,854 I See footnote(3)
Class B Common Stock (27) 08/20/2025 C 10,429 (27) (27) Class A Common Stock (27) $0.00 211,854 I See footnote(20)
Class B Common Stock (27) 08/20/2025 C 10,428 (27) (27) Class A Common Stock (27) $0.00 211,855 I See footnote(28)
Class B Common Stock (27) 08/20/2025 C 10,429 (27) (27) Class A Common Stock (27) $0.00 211,854 I See footnote(29)
Class B Common Stock (27) 08/20/2025 C 10,429 (27) (27) Class A Common Stock (27) $0.00 211,854 I See footnote(30)
Class B Common Stock (27) 08/21/2025 C 775 (27) (27) Class A Common Stock (27) $0.00 211,079 I See footnote(3)
Class B Common Stock (27) 08/21/2025 C 776 (27) (27) Class A Common Stock (27) $0.00 211,078 I See footnote(20)
Class B Common Stock (27) 08/21/2025 C 775 (27) (27) Class A Common Stock (27) $0.00 211,080 I See footnote(28)
Class B Common Stock (27) 08/21/2025 C 774 (27) (27) Class A Common Stock (27) $0.00 211,080 I See footnote(29)
Class B Common Stock (27) 08/21/2025 C 776 (27) (27) Class A Common Stock (27) $0.00 211,078 I See footnote(30)
Explanation of Responses:
1. Certain of these securities are represented by Restricted Stock Units ("RSUs").
2. 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").
3. Shares are held by DLF 2020 LLC for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
4. The sales were executed in multiple trades at prices ranging from $385.90 to $386.79. 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 $389.02 to $389.76. 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.
6. The sales were executed in multiple trades at prices ranging from $391.08 to $391.78. 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 $392.18 to $392.90. 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 $393.39 to $393.81. 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 $394.90 to $395.78. 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 $398.45 to $399.31. 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 $400.57 to $401.42. 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 $401.87 to $402.62. 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 $403.80 to $404.13. 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 $405.00 to $405.92. 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 $406.19 to $407.10. 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 $407.20 to $408.04. 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 $408.73 to $409.24. 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.
18. The sales were executed in multiple trades at prices ranging from $410.52 to $411.09. 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 $411.53 to $412.52. 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.
20. Shares are held by HDF 2020 LLC for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
21. The sales were executed in multiple trades at prices ranging from $385.90 to $386.77. 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.
22. The sales were executed in multiple trades at prices ranging from $389.03 to $389.54. 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.
23. The sales were executed in multiple trades at prices ranging from $391.11 to $391.95. 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.
24. The sales were executed in multiple trades at prices ranging from $392.23 to $392.84. 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.
25. The sales were executed in multiple trades at prices ranging from $393.50 to $393.81. 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.
26. The sales were executed in multiple trades at prices ranging from $394.95 to $395.38. 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.
27. Shares of Class B Common Stock are exchangeable at any time, at the option of the Reporting Person and automatically in connection with certain transfers and upon certain other events, into an equal number of shares of Class A Common Stock.
28. Shares are held by KMF 2020 LLC for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
29. Shares are held by OHF 2020 LLC for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
30. Shares are held by WNF 2020 LLC for the benefit of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these shares, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
Remarks:
Form 1 of 7
/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 trades did AppLovin (APP) insider Arash Foroughi report on 08/20/2025?

The Form 4 reports multiple disposals of Class A common stock on 08/20/2025, including a reported disposal of 41,180 shares and numerous smaller blocks at the prices noted in the filing footnotes.

Did the filing show any shares withheld for taxes in the APP Form 4?

Yes. The filing explicitly discloses 9,129 shares withheld by the issuer to satisfy income tax and withholding obligations related to RSU vesting.

How much Class A-equivalent derivative exposure did the Form 4 report for APP?

The Form 4 lists derivative entries where Class B shares are exchangeable into Class A share equivalents; several lines report underlying Class A-equivalent amounts around 211,854 shares.

Does Arash Foroughi report indirect holdings or transfers to family entities in the APP filing?

Yes. The filing states certain shares are held by various 2020 LLCs for the benefit of the reporting person’s children and the reporting person disclaims beneficial ownership of those LLC-held shares.

Who signed the Form 4 for these transactions?

The Form 4 was signed by Victoria Valenzuela, Attorney-in-fact on behalf of the reporting person on 08/22/2025.
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