What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-27 · 70 added, 57 removed, 170 unchanged (43% of the section changed)

1 unchanged sentence

(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 Securities Exchange Act of 1934, as amended ("Exchange Act"), as of December 31, 2023.

Based on our evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2022, our disclosure controls and procedures are designed at a reasonable level and are effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Based on our evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective at a reasonable level.

(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, 2022, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway

Unity Software Inc.

In November 2022, we completed the acquisition of ironSource.

In accordance with the guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting during the year of acquisition.

As of and for the fiscal year ended December 31, 2022, ironSource’s business constituted approximately 7% of our consolidated assets and 9% of our consolidated revenues.

As part of our ongoing integration activities, we are in the process of incorporating internal controls over significant processes specific to ironSource that management believes are appropriate and necessary to consolidate and report the company's financial results.

We expect to complete the integration activities related to internal control over financial reporting for ironSource during fiscal year 2023 and as a result, have not included ironSource within our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022.

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, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2023 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."

Except as described above with respect to ironSource, 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, 2022 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, despite the fact that the majority of our employees are continuing to work remotely due to the COVID-19 pandemic.

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, 2023 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

8 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of ironSource Ltd., which is included in the 2022 consolidated financial statements of the Company and constituted 7% of total assets as of December 31, 2022 and 9% of revenue for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of ironSource Ltd.

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, 2023 and 2022, 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, 2023, and the related notes and our report dated February 29, 2024 expressed an unqualified opinion thereon.

13 unchanged sentences

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.

Unity Software Inc.

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.

Unity Software Inc.

/s/ Ernst & Young LLP

San Jose, California

San Francisco, California

February 29, 2024

1 unchanged sentence

Other Information

Rule 10b5-1 Trading Plans

The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) for the three months ended December 31, 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, were as follows:

Name Title Action Date

Expiration Date Aggregate # of Securities to be Purchased/Sold

John Riccitiello (1)

Former President, Chief Executive Officer and Executive Chairman of the Board

October 19, 2023 August 21, 2024 1,696,250

Riccitiello and his spouse terminated the plan, which provided for the potential exercise of vested stock options and associated sale of up to 1,696,250 shares of our common stock, of which 1,500,000 options and 196,250 options were contemplated to be exercised and sold on behalf of Mr.

Riccitiello and his spouse, respectively.

The plan would have expired on August 21, 2024, or upon the earlier completion of all authorized transactions under the plan.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

3 unchanged sentences

Directors, Executive Officers, and Corporate Governance

We maintain a Code of Business Conduct and Ethics that incorporates our code of ethics applicable to all employees, including all directors and executive officers.

Our Code of Business Conduct and Ethics is published on our Investor Relations website at investors.unity.com under "Governance." 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 Code of Business Conduct and Ethics by posting such information on the website address and location specified above.

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.

15 unchanged sentences

(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

2 unchanged sentences

Agreement and Plan of Merger, dated as of July 13, 2022, by and among Unity, Merger Sub and ironSource.

8-K 001-39497 2.1 July 15, 2022

001-39497 2.1

July 15, 2022

3.1 Amended and Restated Certificate of Incorporation of the Registrant

1 unchanged sentence

3.2 Amended and Restated Bylaws of the Registrant

S-1/A 333-248255 3.4 September 9, 2020

333-248255 3.2

September 8, 2023

4.1 Specimen common stock certificate of the Registrant

22 unchanged sentences

2020 Equity Incentive Plan and related form agreements

10-Q 001-39497 10.1

November 9, 2023

10.4† Unity Software Inc.

4 unchanged sentences

S-1/A 333-248255 10.1 September 9, 2020

Unity Software Inc.

Incorporated by Reference

Exhibit Number Description of Exhibit Form File Number Exhibit Filing Date

10.6† Non-Employee Director Compensation Policy

8-K 011-39497 99.1 March 22, 2022

10.7† Form of Confirmatory Offer Letter between Unity Technologies SF and each of Clive Downie, Ralph Hauwert, Ruth Ann Keene, Ingrid Lestiyo

S-1 333-248255 10.12 August 24, 2020

10.7† Transition Agreement by and between Unity Software Inc.

and John Riccitiello, dated October 9, 2023.

001-39497 10.1

October 10, 2023

10.8† Unity Software Inc.

1 unchanged sentence

S-1 333-248255 10.16 August 24, 2020

Unity Software Inc.

Incorporated by Reference

Exhibit Number Description of Exhibit Form File Number Exhibit Filing Date

10.9 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

10.10 Commercial Lease Agreement, dated September 1, 2015, by and between PFA Ejendomme A/S and Unity Technologies ApS

S-1 333-248255 10.8 August 24, 2020

Form of Capped Call Transactions

8-K 001-39497 10.1 November 19, 2021

10.12† Offer Letter Agreement, dated October 21, 2014, by and between Unity Software Inc.

and John Riccitiello

S-1 333-248255 10.10 August 24, 2020

Offer Letter by and between Unity Software Inc.

and James Whitehurst dated October 7, 2023

001-39497 10.2

October 10, 2023

Unity Software Inc.

9 unchanged sentences

Offer Letter, dated February 22, 2022, by and between Unity Technologies SF and Carol Carpenter

001-39497 10.17

February 27, 2023

Offer Letter, dated November 23, 2022, by and between Unity Technologies SF and Anirma Gupta

001-39497 10.18

February 27, 2023

Registration Rights Agreement, dated as of November 7, 2022, by and among Unity and the holders listed thereto

5 unchanged sentences

IronSource Share Incentive Plan and related form agreements

10-Q 001-39497 10.2

November 9, 2023

Form of Confirmatory Offer Letter between Unity Technologies SF and Clive Downie

August 24, 2020

Employment Agreement, dated June 28, 2021 between Tomer Bar-Zeev and IronSource Ltd.

and Welcome Letter, dated March 16, 2023, between Unity Software Inc.

and Tomer Bar-Zeev

001-39497 10.1

21.1* Subsidiaries of the Registrant

4 unchanged sentences

32.1*# Section 906 Certification of Principal Executive Officer and Principal Financial Officer

Executive Clawback Policy

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.

Unity Software Inc.

Incorporated by Reference

Exhibit Number Description of Exhibit Form File Number Exhibit Filing Date

101.SCH* Inline XBRL Taxonomy Extension Schema Document

3 unchanged sentences

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

Unity Software Inc.

Incorporated by Reference

Exhibit Number Description of Exhibit Form File Number Exhibit Filing Date

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

13 unchanged sentences

/s/ Luis Visoso

Senior Vice President and Chief Financial Officer

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

1 unchanged sentence

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Riccitiello, Luis Visoso, 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.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James Whitehurst, Luis Visoso, 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/ John Riccitiello

President, Chief Executive Officer, and Executive Chairman of the Board of Directors

February 27, 2023

John Riccitiello (Principal Executive Officer)

/s/ Luis Visoso

Senior Vice President and Chief Financial Officer

February 27, 2023

/s/ James Whitehurst Interim President and Chief Executive Officer February 29, 2024

James Whitehurst (Principal Executive Officer)

/s/ Luis Visoso Executive Vice President and Chief Financial Officer February 29, 2024

Luis Visoso (Principal Financial Officer)

/s/ Mark Barrysmith

Chief Accounting Officer February 27, 2023

Mark Barrysmith

(Principal Accounting Officer)

/s/ Mark Barrysmith Chief Accounting Officer February 29, 2024

Mark Barrysmith (Principal Accounting Officer)

/s/ Roelof Botha Chairman of the Board February 29, 2024

/s/ Tomer Bar-Zeev Director February 29, 2024

Tomer Bar-Zeev

/s/ Roelof Botha

Director February 27, 2023

/s/ Mary Schmidt Campbell

Director February 27, 2023

/s/ Mary Schmidt Campbell Director February 29, 2024

Mary Schmidt Campbell, Ph.D.

1 unchanged sentence

Shlomo Dovrat

/s/ Egon Durban

Director February 27, 2023

/s/ David Helgason

Director February 27, 2023

/s/ Egon Durban Director February 29, 2024

/s/ David Helgason Director February 29, 2024

David Helgason

2 unchanged sentences

/s/ Michelle Lee Director February 29, 2024

/s/ Barry Schuler

Director February 27, 2023

/s/ Barry Schuler Director February 29, 2024

Barry Schuler

/s/ Robynne Sisco

Director February 27, 2023

/s/ Robynne Sisco Director February 29, 2024

Robynne Sisco

/s/ Keisha Smith-Jeremie

Director February 27, 2023

Keisha Smith-Jeremie

/s/ Keisha Smith Director February 29, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures