Item 9A. Controls and Procedures
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.
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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, 2025.
Based on our evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2025, 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, 2025, 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, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 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, 2025 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, 2025, 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, 2025, 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, 2025 and 2024, 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, 2025, and the related notes and our report dated February 11, 2026 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 11, 2026
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Item 9B. 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) during the three months ended December 31, 2025, 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 Adoption/Termination Date
Expiration Date (1)
Aggregate # of Securities to be Purchased/Sold
Shlomo Dovrat
Director
Adoption
November 13, 2025 August 10, 2026
50,000
Matthew Bromberg
President, Chief Executive Officer and Director
Adoption
November 25, 2025 May 26, 2027 100,000
(1) Each of the plans expire on the respective dates shown, or upon the earlier completion of all authorized transactions under the plans.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
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PART III
Certain information required by Part III is incorporated herein by reference to our definitive proxy statement for our 2026 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the year ended December 31, 2025 (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
3.1 Amended and Restated Certificate of Incorporation of the Registrant
8-K 001-39497 3.1 September 22, 2020
3.2 Amended and Restated Bylaws of the Registrant
8-K
333-248255 3.2
September 8, 2023
4.1 Specimen common stock certificate of the Registrant
S-1/A 333-248255 4.1 September 9, 2020
4.3*
Description of the Registrant's Securities
4.4 Indenture, dated as of November 19, 2021, by and between Unity Software Inc. And U.S. Bank National Association, as Trustee
8-K 001-39497 4.1 November 19, 2021
4.5 Form of Global Note, representing Unity Software Inc.’s 0% Convertible Senior Notes due 2026 (included as Exhibit A to the Indenture filed as Exhibit 4.1)
8-K 011-39497 4.2 November 19, 2021
4.6 Indenture, dated as of November 8, 2022, between Unity and U.S. Bank Trust Company, National Association, as trustee
8-K 011-39497 4.1 November 8, 2022
4.7 Form of 2.0% Convertible Senior Note due 2027 (included in Exhibit 4.6)
8-K 011-39497 4.1 November 8, 2022
4.8
Indenture, dated as of February 27, 2025, by and between Unity Software Inc. and U.S. Bank Trust Company, National Association, as Trustee
8-K
001-39497
4.1
February 27, 2025
4.9
Form of Global Note, representing Unity Software Inc.’s 0% Convertible Senior Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.1)
8-K
001-39497
4.2
February 27, 2025
10.1† Unity Software Inc. 2009 Stock Plan and related form agreements
10-Q 001-39497 10.1 November 13, 2020
10.2† Unity Software Inc. 2019 Stock Plan and related form agreements
10-Q 001-39497 10.2 November 13, 2020
10.3†
Unity Software Inc. 2020 Equity Incentive Plan and related form agreements
10-Q 001-39497 10.4
May 7, 2025
10.4† Unity Software Inc. 2020 Employee Stock Purchase Plan
S-8
333-248255
99.4
September 18, 2020
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Incorporated by Reference
Exhibit Number Description of Exhibit Form File Number Exhibit Filing Date
10.5† Form of Indemnification Agreement between the Registrant and each of its directors and executive officers
S-1/A 333-248255 10.1 September 9, 2020
10.6†*
Amended and Restated Non-Employee Director Compensation Policy
10.7†
Unity Software Inc. Cash Incentive Bonus Plan
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
Form of Capped Call Transactions
8-K 001-39497 10.1 November 19, 2021
10.10†
Unity Software Inc. Executive Severance Plan
10-Q
001-39497
10.3
May 9, 2024
10.11†
Offer Letter, dated November 23, 2022, by and between Unity Technologies SF and Anirma Gupta
10-K
001-39497 10.18
February 27, 2023
10.12†
Confirmatory Offer Letter dated January 16, 2024, by and between Unity Technologies SF. and Felix The
10-Q
001-39497
10.4
May 9, 2024
10.13†
Offer Letter by and between Unity Technologies SF and Matthew Bromberg dated April 30, 2024
8-K
001-39497 10.1
May 1, 2024
10.14†
Role Change Letter, by and between Alex Blum and Unity Technologies SF, dated October 29, 2024
8-K
001-39497
10.1 October 30, 2024
10.15†
Offer Letter by and between Unity Technologies SF and Jarrod Yahes dated November 4, 2024
8-K
001-39497
10.1
November 7, 2024
10.16
Registration Rights Agreement, dated as of November 7, 2022, by and among Unity and the holders listed thereto
8-K 001-39497 10.1 November 7, 2022
10.17
Investment Agreement, dated as of July 13, 2022, by and between Unity, Silver Lake Alpine II, L.P., Silver Lake Partners VI, L.P. and Sequoia Capital Fund, L.P.
8-K 001-39497 10.3 July 15, 2022
10.18†
Unity Software Inc. IronSource Share Incentive Plan and related form agreements
10-Q 001-39497 10.5
May 7, 2025
10.19†
CEO Severance Plan
8-K 001-39497 10.2 May 1, 2024
10.20†
Form of Grant Notice and Award Agreement for PVUs
8-K/A 001-39497 10.1 August 21, 2024
10.21†
Unity Software Inc. Key Employee Severance Plan
8-K/A 001-39497 10.2 August 21, 2024
10.22†
Agreement with Anirma Gupta dated November 6, 2025
8-K
001-39497
10.1
November 12, 2025
10.23
Form of Confirmation for Capped Call Transactions
8-K
001-39497
10.1
February 27, 2025
10.24†*
Form of Grant Notice and Award Agreement for PSUs
19.1*
Insider Trading Policy
21.1* Subsidiaries of the Registrant
23.1* Consent of Independent Registered Public Accounting Firm
24.1* Power of Attorney (incorporated by reference to the signatures page of this Annual Report on Form 10-K)
31.1* Section 302 Certification of Principal Executive Officer
31.2* Section 302 Certification of Principal Financial Officer
32.1*# Section 906 Certification of Principal Executive Officer and Principal Financial Officer
97.1 Executive Clawback Policy
10-K
001-39497
97.1 February 29, 2024
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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.
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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 11, 2026 By: /s/ Jarrod Yahes
Jarrod Yahes
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew Bromberg, Jarrod Yahes, and Rebecca Boyden, 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 11, 2026
Matthew Bromberg (Principal Executive Officer)
/s/ Jarrod Yahes Senior Vice President, Chief Financial Officer February 11, 2026
Jarrod Yahes (Principal Financial Officer)
/s/ Mark Barrysmith Chief Accounting Officer February 11, 2026
Mark Barrysmith (Principal Accounting Officer)
/s/ James M. Whitehurst Chair of the Board of Directors February 11, 2026
James M. Whitehurst
/s/ Roelof Botha Director February 11, 2026
Roelof Botha
/s/ Mary Schmidt Campbell Director February 11, 2026
Mary Schmidt Campbell, Ph.D.
/s/ Robynne Daly Director February 11, 2026
Robynne Daly
/s/ Shlomo Dovrat Director February 11, 2026
Shlomo Dovrat
/s/ Egon Durban Director February 11, 2026
Egon Durban
/s/ Barry Schuler Director February 11, 2026
Barry Schuler
/s/ Keisha Smith Director February 11, 2026
Keisha Smith
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