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| Convertible notes | | | | | |
| Long-term deferred revenue | | | | | |
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| Other long-term liabilities | | | | | |
| Total liabilities | | | | | |
| Commitments and Contingencies (Note 10) | | | |
| Redeemable noncontrolling interests | | | | | |
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Common stock, $ par value: | | | |
Authorized shares - and | | | |
Issued and outstanding shares - and | | | | | |
| Additional paid-in capital | | | | | |
| Accumulated other comprehensive loss | () | | | () | |
| Accumulated deficit | () | | | () | |
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(1)
See accompanying Notes to Consolidated Financial Statements.
| | | | | | | | | | | | | | | | | |
| UNITY SOFTWARE INC. |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (In thousands) |
| | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
| Operating activities | | | | | |
| Net loss | $ | () | | | $ | () | | | $ | () | |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | |
| Depreciation and amortization | | | | | | | | |
| |
| Stock-based compensation expense | | | | | | | | |
| Gain on repayment of convertible note | () | | | | | | | |
| Impairment of property and equipment | | | | | | | | |
| Other | | | | | | | | |
| Changes in assets and liabilities, net of effects of acquisitions: | | | | | |
| Accounts receivable, net | | | | | | | () | |
| Prepaid expenses and other | () | | | | | | () | |
| Other assets | () | | | | | | | |
| Accounts payable | | | | () | | | () | |
| Accrued expenses and other | () | | | () | | | () | |
| Publisher payables | | | | () | | | () | |
| Other long-term liabilities | () | | | () | | | () | |
| Deferred revenue | | | | () | | | | |
| Net cash provided by (used in) operating activities | | | | | | | () | |
| Investing activities | | | | | |
| Purchases of short-term investments | | | | () | | | () | |
| Proceeds from sales of short-term investments | | | | | | | | |
| Proceeds from principal repayments and maturities of short-term investments | | | | | | | | |
| Purchases of non-marketable investments | | | | () | | | () | |
| Sales of non-marketable investments | | | | | | | | |
| Purchases of intangible assets | () | | | | | | | |
| Purchases of property and equipment | () | | | () | | | () | |
| Business acquisitions, net of cash acquired | | | | | | | | |
| Net cash provided by (used in) investing activities | () | | | | | | | |
| Financing activities | | | | | |
| Proceeds from issuance of convertible notes | | | | | | | | |
| |
| |
| |
| Payment of debt issuance costs | | | | | | | () | |
| Capital contribution from noncontrolling interest holders | | | | | | | | |
| |
| |
| Repayments of convertible note | () | | | | | | | |
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(1) Due to the highly liquid nature of our investments, amortized cost approximates fair value.
There were no material realized or unrealized gains or losses, either individually or in the aggregate, during the years ended December 31, 2024 and 2023. During the year ended December 31, 2023, we sold the remainder of our short-term investments.
Nonrecurring Fair Value Measurements
We hold equity investments in certain unconsolidated entities without a readily determinable fair value. These strategic investments represent less than a % ownership interest in each of the entities, and we do not have significant influence over or control of the entities. We use the measurement alternative to account for adjustments to these investments for observable transactions for the same or similar investments of the same issuer in any given quarter. If we determine an impairment has occurred, the investment is written down to the estimated fair value. As of December 31, 2024 and December 31, 2023, such equity investments totaled $ million and $ million, respectively. No material adjustments to the carrying value of these equity investments were recorded for the years ended December 31, 2024 and 2023.
4.
% in Unity China for cash consideration of $ million. Under the agreement and pursuant to certain conditions that include successfully completing an initial public offering of Unity China at a valuation greater than ¥ billion CNY, the investors have the option to require us to repurchase their interest at a redemption value based on the greater of Unity China's then current equity fair value or a guaranteed floor value in the aggregate amount of ¥ billion CNY. The redeemable noncontrolling interests are initially measured at its issuance date fair value and then adjusted for its proportionate net income or loss and accreted to its estimated redemption value through the applicable redemption date, which is August 2027. We valued the combination of the investors' equity interest in Unity China and their redemption right at approximately $ million, on the issuance date. The investors' equity interest was valued using a discounted cash flow analysis and market approach. The redemption right was valued using the Black-Scholes option-pricing model adjusted for probabilities of successfully completing an initial public offering. The difference between the fair value of the redeemable noncontrolling interests and cash consideration received was recognized as a customer incentive, as the equity interest holders are also customers. The customer incentive will be amortized against revenue over the term of the redemption right.Subsequent and contingent to the initial investment from third-party investors, a management investor contributed $ million for an ownership interest of % with no redemption rights.
The results of Unity China are included in our consolidated financial statements. The redeemable noncontrolling interests in Unity China are recorded as temporary equity on our consolidated balance sheet.
| | $ | | | | $ | | | | Initial fair value measurement of investors' equity interest and redemption right | | | | | | | | |
| Net gain/(loss) attributable to redeemable noncontrolling interests | () | | | () | | | () | |
| Accretion for redeemable noncontrolling interests | | | | | | | | |
| Foreign currency translation and foreign exchange adjustments for redeemable noncontrolling interests | () | | | () | | | () | |
| Balance at end of period | $ | | | | $ | | | | $ | | |
5.
billion payable primarily in stock. The purchase consideration was primarily allocated to goodwill of approximately $ billion and intangible assets of approximately $ billion. These acquisitions were strategic in nature, and primarily enhanced Unity's Grow offerings. The revenue and earnings of the acquired businesses have been included in our results since the acquisition dates.6.
| | Goodwill acquired | | |
| Measurement period adjustment | () | |
| Balance as of December 31, 2023 | | |
| Goodwill acquired | | |
| Measurement period adjustment | | |
| Balance as of December 31, 2024 | $ | | |
| $ | | | | $ | () | | | $ | | | | Customer relationships | | | | | | () | | | | |
| Trademark | | | | | | () | | | | |
| | | |
| Total intangible assets | | | $ | | | | $ | () | | | $ | | |
| | | | | | | |
| As of December 31, 2023 |
| Weighted-Average Useful Life (1) (In Years) | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| Developed technology | | | $ | | | | $ | () | | | $ | | |
| Customer relationships | | | | | | () | | | | |
| Trademark | | | | | | () | | | | |
| | | |
| Total intangible assets | | | $ | | | | $ | () | | | $ | | |
(1) Based on weighted-average useful life remaining.
| | $ | | | | $ | | | | | 2026 | | |
| 2027 | | |
| 2028 | | |
| 2029 | | |
| Thereafter | | |
| Total | $ | | |
7.
| | $ | | | | Software, computers, and other hardware | | | | | |
| Furniture | | | | | |
|
|
| Capital projects in progress | | | | | |
| Total gross property and equipment | | | | | |
| Accumulated depreciation and amortization | () | | | () | |
| Property and equipment, net | $ | | | | $ | | |
The following table presents the depreciation and amortization of property and equipment included on our consolidated statements of operations (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
| Depreciation and amortization expense | $ | | | | $ | | | | $ | | |
| | $ | | | | Canada | | | | | |
| United Kingdom | | | | | |
|
EMEA, excluding United Kingdom (1) | | | | | |
|
Other (1) | | | | | |
| Total long-lived assets, net | $ | | | | $ | | |
(1) No individual country, other than those disclosed above, exceeded 10% of our total long-lived assets, net, for any period presented.
| | $ | | | | Accrued compensation | | | | | |
| Income and other taxes payable | | | | | |
| Accrued expenses and other | $ | | | | $ | | |
8.
, some of which include options to extend the lease with renewal terms from one to . Some leases include an option to terminate the lease for up to from the lease commencement date. | | $ | | | |
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)| () | | | $ | () | | | $ | () | |
| | $ | | | | $ | | | | State | | | | | | | | |
| Foreign | | | | | | | | |
| Total current tax expense | | | | | | | | |
| Deferred: | | | | | |
| Federal | () | | | | | | | |
| State | | | | () | | | () | |
| Foreign | () | | | () | | | () | |
| Total deferred tax benefit | () | | | () | | | () | |
| Total tax provision (benefit) | $ | () | | | $ | | | | $ | | |
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Table of Contents | | Unity Software Inc. |
) | | $ | () | | | $ | () | | | Changes in income taxes resulting from: | | | | | |
| State tax expense, net of federal benefit | | | | () | | | | |
| Foreign income taxed at different rates | | | | | | | | |
| Federal research and development credits | () | | | () | | | () | |
| Stock-based compensation | | | | | | | | |
| Tax effects of restructuring | | | | () | | | | |
| Base-erosion and anti-abuse tax | | | | | | | | |
| Change in valuation allowance | | | | | | | () | |
| Other | | | | () | | | | |
| Total tax provision (benefit) | $ | () | | | $ | | | | $ | | |
(1) Certain prior year amounts have been reclassified to conform to current year presentation.Our income tax provision for the year ended December 31, 2024 was primarily driven by losses that cannot be benefited due to the valuation allowance on U.S., Denmark, United Kingdom ("U.K."), China, and Canada entities, and to a lesser extent, foreign earnings taxed at different tax rates. In addition, during the first quarter of 2024, we recorded a tax benefit on foreign losses in connection with employee separation costs and we continued to restructure our tax operations which resulted in a reduction to our U.S. valuation allowance.
Our income tax provision for the year ended December 31, 2023 was primarily driven by losses that cannot be benefited due to the valuation allowance on U.S., Denmark, U.K., China, and Canada entities, and to a lesser extent, foreign earnings taxed at different tax rates. In addition, we undertook certain tax restructuring efforts during the first quarter of 2023 that enhanced our ability to offset deferred tax liabilities in the U.S. in future periods, thereby partially reducing the need for a valuation allowance.
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Table of Contents | | Unity Software Inc. |
| | $ | | | | Tax credits | | | | | |
| Stock-based compensation | | | | | |
| Capitalized R&D expenditures | | | | | |
| Operating lease liabilities | | | | | |
| Other | | | | | |
| Gross deferred tax assets | | | | | |
| Valuation allowance | () | | | () | |
| Total deferred tax assets | | | | | |
| Deferred tax liabilities: | | | |
| Intangible Asset | () | | | () | |
| Depreciation and Amortization | () | | | () | |
| Operating lease ROU assets | () | | | () | |
| Total deferred tax liabilities | () | | | () | |
| Net deferred tax assets | $ | () | | | $ | () | |
1) Certain prior year amounts have been reclassified to conform to current year presentation.
In the tax years ended December 31, 2024 and 2023, we capitalized certain research and development costs incurred by our U.S. and foreign subsidiaries, which resulted in deferred tax assets of $ million and $ million respectively. These deferred tax assets associated with capitalized research and development costs are offset by valuation allowances and future taxable temporary differences.
The realization of deferred tax assets is dependent upon the generation of sufficient taxable income of the appropriate character in future periods. We regularly assess the ability to realize our deferred tax assets and establish a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. We weigh all available positive and negative evidence, including our earnings history and results of recent operations, scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies. Due to the weight of objectively verifiable negative evidence, including our history of losses, we believe that it is more likely than not that our U.S. federal, state, and certain foreign deferred tax assets will not be realized as of December 31, 2024 and 2023, and as such, we have maintained a valuation allowance against such deferred tax assets.
In the event we determine that we will be able to realize all or part of our net deferred tax assets in the future, the valuation allowance against deferred tax assets will be reversed in the period in which we make such determination. The release of a valuation allowance against deferred tax assets may cause greater volatility in the effective tax rate in the periods in which the valuation allowance is released. The valuation allowance against our U.S. federal, state and foreign deferred tax assets increased by $ million and $ million in the years ended December 31, 2024 and 2023, respectively. The increase in the valuation allowance in the years ended December 31, 2024 and 2023 was primarily related to deferred tax assets for which insufficient positive evidence exists to support their realizability, including NOL carryforwards, capitalized research and development expenses, and credits for research and development.
Our NOL carryforwards for U.S. federal, state, and foreign purposes were $ million, $ million, and $ billion, respectively, with most of our foreign NOL carryforward balances arising from Denmark and the U.K. jurisdictions. Portions of the U.S. federal and state NOL carryforwards, if not utilized, will begin to expire in 2032 and 2026, respectively. The foreign NOL carryforwards, if not utilized,
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Table of Contents | | Unity Software Inc. |
million, $ million and $ million, respectively. The U.S. federal credit carryforwards, if not utilized, will begin to expire in 2032, while the California credit carryforwards have no expiration. The foreign credit carryforwards, if not utilized, will begin to expire in 2044.Federal and state tax laws impose restrictions on the utilization of NOL and research and development credit carryforwards in the event of a change in ownership of our business as defined by the Internal Revenue Code, Sections 382 and 383. Under Section 382 and 383 of the Code, substantial changes in our ownership may limit the amount of NOL and research and development credit carryforwards that are available to offset taxable income. The annual limitation would not automatically result in the loss of NOL or research and development credit carryforwards but may limit the amount available in any given future period.
We maintain our reinvestment assertion with respect to foreign earnings for the period ended December 31, 2024, which is that all earnings are permanently reinvested for all jurisdictions. Based on our reinvestment assertion and losses from our foreign entities, we have not recorded a liability for the period ended December 31, 2024.
| | $ | | | | $ | | | | Gross increases for tax positions taken in prior years | | | | | | | | |
| Gross decreases for tax positions taken in prior years | () | | | () | | | () | |
| Gross increases for tax positions taken in current year | | | | | | | | |
| Acquired tax positions | | | | | | | | |
| Reductions resulting from lapses of statues of limitations | () | | | () | | | () | |
| Foreign exchange gains and losses | () | | | | | | () | |
| Unrecognized tax benefits, ending balance | $ | | | | $ | | | | $ | | |
As of December 31, 2024 and 2023, we had $ million and $ million, respectively, of gross unrecognized tax benefits, of which $ million and $ million, respectively, would impact the effective tax rate, if recognized. We recognize interest and penalties related to our unrecognized tax benefits within our provision for income taxes. The amount of interest and penalties accrued as of December 31, 2024 and 2023 were $ million and $ million, respectively.
We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States, Denmark, and Israel. Our 2012 and subsequent tax years remain open to examination by the Internal Revenue Service. Our 2019 and subsequent tax years remain open to examination in Israel and Denmark.
We believe that adequate amounts have been reserved in accordance with ASC 740 for any adjustments to the provision for income taxes or other tax items that may ultimately result from examinations. The timing of the resolution, settlement, and closure of any audits is highly uncertain, and it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. If the taxing authorities prevail in the assessment of additional tax due, the assessed tax, interest, and penalties, if any, could have a material adverse impact on our financial position, results of operations, or cash flows.
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Table of Contents | | Unity Software Inc. |
14.
| | | | | | | | Stock options and PVOs | | | | | | | | |
| Unvested RSUs and PVUs | | | | | | | | |
15.
reportable segment, software solutions. See "Revenue Recognition" in Note 1 for detailed information regarding our products and services.Our chief operating decision maker is the chief executive officer, who on a consolidated basis, assess the performance of, drives improvements in, and decides how to allocate resources in the reportable segment, based on multiple measures of performance including consolidated net income, adjusted EBITDA, and adjusted gross margin. As such, consolidated net income, which is reported and reconciled with all significant segment expenses on our consolidated statement of operations, is the measure that is most consistent with GAAP, while adjusted EBITDA and adjusted gross margin are additional measures of our segment profitability.
The measure of segment assets is reported on the balance sheet as total consolidated assets. We do not have material intra-entity sales or transfers.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended ("Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2024.
Based on our evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective at a reasonable level.
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Table of Contents | | Unity Software Inc. |
(b) Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report, which appears in this Item under the heading "Report of Independent Registered Public Accounting Firm."
(c) Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act that occurred during the quarter ended December 31, 2024 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
(d) Limitations on Effectiveness of Controls and Procedures and Internal Control Over Financial Reporting
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, our management, including our principal executive officer and principal financial officer, recognizes that any control and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Unity Software Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Unity Software Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Unity Software Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 21, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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/s/ Ernst & Young LLP
San Francisco, California
February 21, 2025
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Item 9B. Other Information
.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
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Table of Contents | | Unity Software Inc. |
PART III
Certain information required by Part III is incorporated herein by reference to our definitive proxy statement for our 2025 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the year ended December 31, 2024 (the "Proxy Statement").
Item 10. Directors, Executive Officers, and Corporate Governance
We maintain a Global Code of Conduct and Ethics that incorporates our code of ethics applicable to all employees, including all directors and executive officers. Our Global Code of Conduct and Ethics is published on our Investor Relations website at investors.unity.com under "Governance Documents." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our Global Code of Conduct and Ethics by posting such information on the website address and location specified above.
The remaining information required by this item is incorporated herein by reference to the Proxy Statement.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to information contained in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to information contained in the Proxy Statement, including "Equity Compensation Plan Information" and "Security Ownership of Certain Beneficial Owners and Management."
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated herein by reference to information contained in the Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to information contained in the Proxy Statement.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as a part of this Annual Report on Form 10-K:
(1)Consolidated Financial Statements.
Our Consolidated Financial Statements are listed in the "Index to Consolidated Financial Statements" under Part II, Item 8 of this Annual Report on Form 10-K.
(2)Financial Statement Schedules.
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein.
(3)Exhibits.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporated by Reference |
| Exhibit Number | | Description of Exhibit | | Form | | File Number | | Exhibit | | Filing Date |
| | | | | | | | | | |
| | | | | | | | | | |
2.1 | | | | 8-K | | 001-39497 | | 2.1 | | July 15, 2022 |
| 3.1 | | | | 8-K | | 001-39497 | | 3.1 | | September 22, 2020 |
| | | | | | | | | | |
| 3.2 | | | | 8-K | | 333-248255 | | 3.2 | | September 8, 2023 |
| | | | | | | | | | |
| 4.1 | | | | S-1/A | | 333-248255 | | 4.1 | | September 9, 2020 |
| | | | | | | | | | |
| 4.2 | | | | S-1 | | 333-248255 | | 4.2 | | August 24, 2020 |
| | | | | | | | | | |
| 4.3 | | | | 10-K | | 011-39497 | | 4.3 | | March 5, 2021 |
| | | | | | | | | | |
| 4.4 | | | | 8-K | | 001-39497 | | 4.1 | | November 19, 2021 |
| | | | | | | | | | |
| 4.5 | | | | 8-K | | 011-39497 | | 4.2 | | November 19, 2021 |
| 4.6 | | | | 8-K | | 011-39497 | | 4.1 | | November 8, 2022 |
| | | | | | | | | | |
| 4.7 | | | | 8-K | | 011-39497 | | 4.1 | | November 8, 2022 |
| | | | | | | | | | |
| 10.1† | | | | 10-Q | | 001-39497 | | 10.1 | | November 13, 2020 |
| | | | | | | | | | |
| 10.2† | | | | 10-Q | | 001-39497 | | 10.2 | | November 13, 2020 |
| | | | | | | | | | |
10.3† | | | | 10-Q | | 001-39497 | | 10.1 | | November 9, 2023 |
| | | | | | | | | | |
| 10.4† | | | | S-8 | | 333-248255 | | 99.4 | | September 18, 2020 |
| | | | | | | | | | |
| 10.5† | | | | S-1/A | | 333-248255 | | 10.1 | | September 9, 2020 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporated by Reference |
| Exhibit Number | | Description of Exhibit | | Form | | File Number | | Exhibit | | Filing Date |
| | | | | | | | | | |
| 10.6† | | | | 8-K | | 001-39497 | | 99.2 | | May 1, 2024 |
| | | | | | | | | | |
10.7† | | | | S-1 | | 333-248255 | | 10.16 | | August 24, 2020 |
| | | | | | | | | | |
10.8 | | Office Lease, dated November 25, 2015, by and between 26 Third Street (SF) Owner, LLC, and Unity Technologies SF, as amended by (i) the First Amendment to Office Lease, dated January 23, 2017, by and between 26 Third Street (SF) Owner, LLC, and Unity Technologies SF, and (ii) the Second Amendment to Office Lease, dated August 1, 2018, by and between 26 Third Street (SF) Owner, LLC, and Unity Technologies SF | | S-1 | | 333-248255 | | 10.7 | | August 24, 2020 |
| | | | | | | | | | |
| | | | | | |
| | | | | | |
10.9 | | | | 8-K | | 001-39497 | | 10.1 | | November 19, 2021 |
| | | | | | | | | | |
10.10† | | | | 8-K | | 001-39497 | | 10.2 | | October 10, 2023 |
| | | | | | | | | | |
10.11† | | | | S-1 | | 333-248255 | | 10.14 | | August 24, 2020 |
| | | | | | | | | | |
10.12† | | | | S-1 | | 333-248255 | | 10.15 | | August 24, 2020 |
| | | | | | | | | | |
10.13† | | | | 10-Q | | 001-39497 | | 10.3 | | May 9, 2024 |
| | | | | | | | | | |
10.14† | | | | 10-K | | 001-39497 | | 10.18 | | February 27, 2023 |
| | | | | | | | | | |
10.15† | | | | 10-Q | | 001-39497 | | 10.4 | | May 9, 2024 |
| | | | | | | | | | |
10.16† | | | | 8-K | | 001-39497 | | 10.1 | | May 1, 2024 |
| | | | | | | | | | |
10.17† | | | | 8-K | | 001-39497 | | 10.1 | | October 30, 2024 |
| | | | | | | | | | |
10.18 | | | | 8-K | | 001-39497 | | 10.1 | | November 7, 2024 |
| | | | | | | | | | |
10.19 | | | | 8-K | | 001-39497 | | 10.1 | | November 7, 2022 |
| | | | | | | | | | |
10.20 | | | | 8-K | | 001-39497 | | 10.3 | | July 15, 2022 |
| | | | | | | | | | |
10.21† | | | | 10-Q | | 001-39497 | | 10.2 | | November 9, 2023 |
| | | | | | | | | | |
| 10.22† | | | | 8-K | | 001-39497 | | 10.2 | | May 1, 2024 |
| | | | | | | | | | |
| 10.23† | | | | 8-K | | 001-39497 | | 10.4 | | May 1, 2024 |
| | | | | | | | | | |
| 10.24† | | | | 8-K/A | | 001-39497 | | 10.1 | | August 21, 2024 |
| | | | | | | | | | |
| 10.25† | | | | 8-K/A | | 001-39497 | | 10.2 | | August 21, 2024 |
| | | | | | | | | | |
19.1* | |
| | | | | | | | |
| | | | | | | | | | |
| 21.1* | | | | | | | | | | |
| | | | | | | | | | |
| 23.1* | | | | | | | | | | |
| | | | | | | | | | |
| 24.1* | | | | | | | | | | |
| | | | | | | | | | |
| 31.1* | | | | | | | | | | |
| | | | | | | | | | |
| 31.2* | | | | | | | | | | |
| | | | | | | | | | |
| 32.1*# | | | | | | | | | | |
| | | | | | | | | | |
| 97.1 | | | | 10-K | | 001-39497 | | 97.1 | | February 29, 2024 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Incorporated by Reference |
| Exhibit Number | | Description of Exhibit | | Form | | File Number | | Exhibit | | Filing Date |
| 101.INS | | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | |
| | | | | | | | | | |
| 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | |
| | | | | | | | | | |
| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | |
| | | | | | | | | | |
| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | |
| | | | | | | | | | |
| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | |
| | | | | | | | | | |
| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
| | | | | | | | | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | | | | | | | |
| | | | | | | | | | |
| * | | Filed herewith. |
| | | | | | | | | | |
| † | | Indicates management contract or compensatory plan. |
| | | | | | | | | | |
| # | | The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed "filed" by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, irrespective of any general incorporation language contained in any such filing. |
(b)Exhibits.
See Exhibit Index included in Item 15(a) of this Annual Report on Form 10-K.
(c)Financial Statement Schedules.
All schedules have been omitted because they are not required, not applicable, or not present in amounts sufficient to require submission of the schedule.
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | |
| | UNITY SOFTWARE INC. |
| | | |
| Date: February 21, 2025 | | By: | /s/ Jarrod Yahes |
| | | Jarrod Yahes |
| | | Senior Vice President and Chief Financial Officer |
| | | (Principal Financial Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew Bromberg, Jarrod Yahes, and Nora Go, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | |
| /s/ Matthew Bromberg | | President, Chief Executive Officer, and Director | | February 21, 2025 |
| Matthew Bromberg | | (Principal Executive Officer) | |
| | | | |
| /s/ Jarrod Yahes | | Senior Vice President and Chief Financial Officer | | February 21, 2025 |
| Jarrod Yahes | | (Principal Financial Officer) | |
| | | | |
| /s/ Mark Barrysmith | | Senior Vice President and Chief Accounting Officer | | February 21, 2025 |
| Mark Barrysmith | | (Principal Accounting Officer) | |
| | | | |
| /s/ James M. Whitehurst | | Executive Chair of the Board of Directors | | February 21, 2025 |
| James M. Whitehurst | | | |
| | | | |
| /s/ Roelof Botha | | Director | | February 21, 2025 |
| Roelof Botha | | | | |
| | | | |
| /s/ Tomer Bar-Zeev | | Director | | February 21, 2025 |
| Tomer Bar-Zeev | | | |
| | | | |
| /s/ Mary Schmidt Campbell | | Director | | February 21, 2025 |
| Mary Schmidt Campbell, Ph.D. | | | | |
| | | |
| /s/ Robynne Daly | | Director | | February 21, 2025 |
| Robynne Daly | | | | |
| | | | |
| /s/ Shlomo Dovrat | | Director | | February 21, 2025 |
| Shlomo Dovrat | | | |
| | | | |
| /s/ Egon Durban | | Director | | February 21, 2025 |
| Egon Durban | | | |
| | | | |
| /s/ David Helgason | | Director | | February 21, 2025 |
| David Helgason | | | | |
| | | | |
| /s/ David Kostman | | Director | | February 21, 2025 |
| David Kostman | | | | |
| | | | |
| /s/ Michelle Lee | | Director | | February 21, 2025 |
| Michelle Lee | | | | |
| | | | |
| /s/ Barry Schuler | | Director | | February 21, 2025 |
| Barry Schuler | | | | |
| | | | |
| /s/ Keisha Smith | | Director | | February 21, 2025 |
| Keisha Smith | | | | |
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