AppLovin Corporation (NASDAQ: APP) (“AppLovin” or the “Company”), a leading marketing platform, today announced the pricing of an underwritten registered secondary offering of 19,866,397 shares of its Class A common stock by KKR Denali Holdings L.P. (the “Selling Stockholder”). AppLovin will not receive any proceeds from the sale of its Class A common stock by the Selling Stockholder in the offering.

In addition, AppLovin intends to repurchase approximately $570.0 million of the shares of Class A common stock being offered in the offering at the same per share price to be paid by the underwriters to the Selling Stockholder in the offering, inclusive of underwriting discounts and commissions (the “Concurrent Share Repurchase”). The Concurrent Share Repurchase is conditioned upon the completion of the offering and therefore there can be no assurance that the Concurrent Share Repurchase will be completed. The offering is not conditioned upon the completion of the Concurrent Share Repurchase.

BofA Securities is acting as the lead book-running manager for the offering. BTIG, Evercore ISI, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Citigroup, LionTree, Loop Capital Markets, Moelis, Piper Sandler, and The Raine Group are acting as book-running managers for the offering. American Veterans Group, PBC, AmeriVet Securities, Bancroft Capital, Blaylock Van, LLC, C.L. King & Associates, MFR Securities, Inc., Mischler Financial Group, Inc. and Stern are acting as co-managers for the offering.

The offering will be made only by means of an effective registration statement, a prospectus supplement and an accompanying prospectus. AppLovin has filed a registration statement (including a base prospectus) on Form S-3 and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”), for the offering to which this communication relates. The registration statement automatically became effective on June 1, 2023. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents AppLovin has filed with the SEC for more complete information about AppLovin and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, a copy of the prospectus supplement relating to the offering may be obtained by contacting: BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus Department, or email dg.prospectus_requests@bofa.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities law of any such state or jurisdiction.

About AppLovin

AppLovin makes technologies that help businesses of every size connect to their ideal customers. The company provides end-to-end software and AI solutions for businesses to reach, monetize and grow their global audiences.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this release include statements regarding the closing of the repurchase transaction between the underwriters and the Company and the filing of a prospectus supplement. These forward-looking statements are subject to risks and uncertainties, including the risks described in our Annual Report on Form 10-K for the fiscal year ending December 31, 2023. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law.

Source: AppLovin Corp.

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