AppLovin Corporation filed a Form 8-K on November 4, 2026, disclosing that certain stockholders approved a reincorporation from Delaware to Nevada by written consent on October 29, 2026, and separately announced financial results for the quarter ended September 30, 2026.

Key Highlights

  • Written consent action: Certain stockholders holding approximately 67% of the voting power of outstanding shares entitled to vote approved the Nevada reincorporation on October 29, 2026.
  • Consenting Stockholders: The consenting parties include Adam Foroughi, Herald Chen, The Foroughi 2015 Irrevocable Trust, HDF 2020 LLC, WNF 2020 LLC, DLF 2020 LLC, KMF 2020 LLC, and OHF 2020 LLC.
  • Shares held by consenting parties: As of October 29, 2026, the Consenting Stockholders together held 2,370,615 shares of Class A common stock and 30,063,730 shares of Class B common stock.
  • Schedule 14C planned: The company disclosed it will file an information statement on Schedule 14C with the SEC, to be mailed to all holders of record as of October 29, 2026.
  • Effective date timing: Per Rule 14c-2, the reincorporation will not be effectuated earlier than 20 calendar days after the Schedule 14C mailing commences.
  • Q3 2026 results announced: A press release covering financial results for the quarter ended September 30, 2026, was attached as Exhibit 99.1.

AppLovin Discloses Delaware-to-Nevada Reincorporation Approved by Majority Stockholders

According to the filing, on October 29, 2026, certain stockholders of AppLovin Corporation (NASDAQ:APP) adopted resolutions by written consent in lieu of a stockholder meeting to approve the reincorporation of the company from the State of Delaware to the State of Nevada by conversion, referred to in the filing as the "Nevada Reincorporation." The Consenting Stockholders collectively held approximately 67% of the voting power of the company's outstanding shares of capital stock entitled to vote as of that date.

The filing identifies the Consenting Stockholders as Adam Foroughi, Herald Chen, The Foroughi 2015 Irrevocable Trust (for which a third party serves as Trustee), HDF 2020 LLC, WNF 2020 LLC, DLF 2020 LLC, KMF 2020 LLC, and OHF 2020 LLC. Together, the filing states, these parties held 2,370,615 shares of Class A common stock and 30,063,730 shares of Class B common stock as of the close of business on October 29, 2026.

The company disclosed that it plans to file a Schedule 14C information statement with the SEC, which will be mailed to all holders of record of the company's voting capital stock as of October 29, 2026. Copies of the proposed plan of conversion, Nevada articles of incorporation, and Nevada bylaws will be filed as appendices to the Schedule 14C. The filing states that in accordance with Rule 14c-2 under the Exchange Act, the Nevada Reincorporation will not be effectuated earlier than 20 calendar days after the commencement of mailing of the Schedule 14C. The 8-K was signed by Matthew A. Stumpf, Chief Financial Officer, on November 4, 2026.

What Was Disclosed

AppLovin's Form 8-K reported stockholder approval via written consent of a reincorporation from Delaware to Nevada, identified the consenting stockholder group and their combined share holdings, and outlined the Schedule 14C process and minimum timing before the conversion can take effect.