[8-K] Applovin Corporation Reports Material Event

Rhea-AI Filing Summary

AppLovin Corporation (APP) filed an 8-K announcing the closing of its previously-disclosed divestiture of certain mobile-gaming subsidiaries to Tripledot Group Holdings. On 30 June 2025 the parties executed an amendment to the May 7 purchase agreement allowing Tripledot to replace a planned secured promissory note with an all-cash payment. At closing, AppLovin transferred equity interests in the targeted subsidiaries to Tripledot and affiliate Eton Games in exchange for:

• $400 million cash, subject to customary closing adjustments, paid in full at closing
• Ordinary shares equal to ~20 % of Tripledot’s fully-diluted equity

No debt instrument was issued, improving immediate liquidity and eliminating counter-party credit risk associated with a note. The transaction completes AppLovin’s strategic exit from direct mobile-gaming operations while retaining an equity upside in the acquirer. Exhibit 2.1 contains the full amendment; financial statements were not required under Item 9.01. CFO Matthew A. Stumpf signed the report on 1 July 2025.

Positive

• $400 million immediate cash received at closing, improving liquidity.
• Company retains ~20 % equity stake in Tripledot, preserving upside potential.
• Elimination of a planned secured promissory note removes counter-party credit risk.

Negative

• None.

Insights

M&A Specialist

TL;DR: $400 m cash plus 20 % Tripledot stake, note removed—deal closed, enhancing liquidity and reducing execution risk.

Replacing the planned secured note with an all-cash payment eliminates future collection uncertainty and accelerates cash availability, a clear positive for balance-sheet flexibility. The equity slice (≈20 % of Tripledot) preserves participation in future gaming upside despite the divestiture. Overall, execution risk is now limited to customary purchase-price adjustments. No adverse covenants or contingent consideration are disclosed, suggesting a clean break. From an M&A vantage, the amendment de-risks the transaction and clarifies post-deal capital structure.

Portfolio Manager

TL;DR: Immediate cash bolsters liquidity; equity stake retains upside—net positive for APP shareholders.

The completed sale injects $400 million in cash that can fund share repurchases, debt reduction or growth in AppLovin’s higher-margin software platform. Eliminating the promissory note removes credit exposure to Tripledot and simplifies valuation. Retaining 20 % equity keeps optionality if Tripledot scales. While future revenue from the divested assets ends, the filing provides no segment figures to quantify impact. Given the cash inflow and preserved upside, I view the event as modestly accretive to shareholder value.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025 

AppLovin Corporation

(Exact name of registrant as specified in its charter)

Delaware			001-40325			45-3264542
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1100 Page Mill Road

Palo Alto, California 94304

(Address of principal executive offices, including zip code)

(800) 839-9646

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.00003 per share

APP

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01    Entry into a Material Definitive Agreement

On June 30, 2025, AppLovin Corporation (“AppLovin”) and Tripledot (“Purchaser Parent”) entered into an amendment (the “Amendment”) to that certain Purchase Agreement, dated as of May 7, 2025 by and among AppLovin, its subsidiaries Morocco, Inc. and AppLovin GmbH (collectively with AppLovin, the “Sellers”), Purchaser Parent, and its subsidiaries Eton Games, Inc. (“Eton”) and Tripledot Group Holdings Limited (collectively, with Purchaser Parent, the “Purchasers”), (as amended, the “Purchase Agreement”, and the transactions contemplated thereby, the “Transactions”) to provide, among other things, that in lieu of the issuance of a secured promissory note by Eton to AppLovin or its designated affiliate at the closing of the Transactions (the “Closing”) to fund a portion of the full Cash Consideration (as defined in the Purchase Agreement), Purchaser Parent may elect to pay such amount in cash.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 2.1, and the terms of which are incorporated herein by reference.

Item 8.01    Other Events

On June 30, 2025, AppLovin and the Sellers completed the Closing under the Purchase Agreement. At Closing, AppLovin transferred the equity interests of certain of its wholly owned subsidiaries that are engaged in AppLovin’s mobile gaming business to the Purchasers for consideration consisting of (i) $400.0 million in cash consideration, subject to closing adjustments, and (ii) equity consideration comprised of ordinary shares of Purchaser Parent representing approximately 20% of the fully-diluted equity capitalization of Purchaser Parent at the time of the Closing. No promissory note was issued as part of the purchase consideration.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.			Exhibit Description
2.1			Amendment to Purchase Agreement, dated June 30, 2025, by and among Tripledot, Eton Games Inc., Tripledot Group Holdings Limited, AppLovin Corporation, Morocco, Inc., and AppLovin GmbH.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			APPLOVIN CORPORATION
Date: July 1, 2025			/s/ Matthew A. Stumpf
			Matthew A. Stumpf
			Chief Financial Officer

FAQ

What did AppLovin (APP) receive for its mobile-gaming subsidiaries?

APP received $400 million in cash plus ordinary shares amounting to ~20 % of Tripledot’s fully-diluted equity.

Was a promissory note issued in the Tripledot transaction?

No. The amendment allowed Tripledot to pay cash instead, and no promissory note was issued at closing.

When did the divestiture to Tripledot close?

The closing occurred on June 30, 2025.

What percentage of Tripledot does AppLovin now own?

AppLovin holds approximately 20 % of Tripledot’s fully-diluted equity following the transaction.

How will the $400 million cash be adjusted?

The filing states it is subject to customary closing adjustments, though specific mechanisms are not detailed.