Digital Turbine appoints Daniel Lentz as CFO
The equity awards have separate performance- and time-based vesting conditions, including continued-employment requirements.
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Form Type
8-K
Rhea-AI Filing Summary
Digital Turbine, Inc. (APPS) appointed Daniel Lentz as Chief Financial Officer and principal financial officer effective November 2, 2026. His employment agreement provides a $450,000 annual base salary, a $100,000 signing bonus, and eligibility for an annual incentive program with a target opportunity of up to 100% of base salary. The signing bonus is subject to repayment in full if he voluntarily resigns or is terminated for cause before the first anniversary of his start date.
For a November 30, 2026 grant date, the company awarded Lentz performance-based restricted stock units (PSUs) valued at $1,050,000 and time-based restricted stock units (RSUs) valued at $1,050,000. PSU vesting depends on four equally weighted EBITDA and relative shareholder-return goals and continued employment through November 30, 2029; RSUs vest over three years subject to continued employment at each vesting date. Joshua Kinsell ceased serving as interim CFO and principal financial officer effective November 2, 2026, and continues as Chief Accounting Officer and principal accounting officer.
Filing Explained
For Lentz’s four equal PSU tranches, each can vest at
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Annual base salary: $450,000
Signing bonus: $100,000
Target annual bonus opportunity: Up to 100% of base salary
+4 more
7 metrics
Annual base salary
$450,000
Daniel Lentz's employment agreement
Signing bonus
$100,000
One-time bonus under Daniel Lentz's employment agreement
Target annual bonus opportunity
Up to 100% of base salary
Annual incentive program
PSU award value
$1,050,000
Grant date November 30, 2026
RSU award value
$1,050,000
Grant date November 30, 2026
PSU vesting at threshold performance
50% of target shares
Performance-based restricted stock units
PSU vesting at maximum performance
150% of target shares
Performance-based restricted stock units
Key Terms
performance-based restricted stock units, time-based restricted stock units, Adjusted EBITDA, Relative Total Shareholder Return, +1 more
5 terms
performance-based restricted stock units financial
"Half of the long-term incentive awards consist of performance-based restricted stock units"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
time-based restricted stock units financial
"Half consist of time-based restricted stock units"
Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.
Adjusted EBITDA financial
"Adjusted EBITDA performance for fiscal year 2028"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
linear basis technical
"interpolated on a linear basis"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happens to Daniel Lentz's APPS signing bonus?
The $100,000 signing bonus is subject to repayment in full if Daniel Lentz voluntarily resigns or is terminated for cause before the first anniversary of his start date.
How do Daniel Lentz's APPS equity awards vest?
The PSUs are divided among four equally weighted goals: Adjusted EBITDA for fiscal years 2028 and 2029, and relative total shareholder return for periods ending June 15, 2028 and June 15, 2029. Threshold, target and maximum performance correspond to 50%, 100% and 150% of target shares, respectively; continued employment through November 30, 2029 is required.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 5, 2026
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(512 ) 387-7717
(Registrant’s Telephone Number, Including Area Code)
(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. (see General Instruction A.2. below)
| 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 | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Effective as of November 2, 2026, the Board of Directors of Digital Turbine, Inc. (the “Company”) appointed Daniel Lentz, age 48, as Chief Financial Officer (principal financial officer) of the Company. In connection with his appointment, the Company entered into an Employment Agreement with Mr. Lentz, dated effective as of November 2, 2026 (the “Employment Agreement”). Under the terms of the Employment Agreement, Mr. Lentz will receive an annual base salary of $450,000 and a one-time signing bonus of $100,000, which is subject to repayment in full if Mr. Lentz voluntarily resigns or is terminated for cause prior to the first anniversary of his start date. Mr. Lentz will be eligible to participate in the Company’s annual incentive program with a target annual bonus opportunity of up to 100% of base salary, and will be entitled to severance benefits commensurate with the other senior executives of the Company. Mr. Lentz will also enter into the Company’s standard
form of indemnification agreement for directors and executive officers.
From July 2023 until he joined the Company, Mr. Lentz served as Chief Financial Officer of Commerce.com, Inc. and was appointed the additional role of Chief Operating Officer of Commerce.com as of January 1, 2026. Prior to serving as Commerce.com’s Chief Financial Officer, Mr. Lentz served as its Senior Vice President of Investor Relations and Finance since March 2021, and as its Vice President of Investor Relations and Finance from November 2018 to March 2021. Mr. Lentz previously held financial and operational leadership positions at companies such as Dell, RetailMeNot and Procter & Gamble. Mr. Lentz received a B.B.A. in Finance from The University of Texas at Austin and an MBA in Accounting and Finance as well as a Master of Real Estate from Cornell University.
In connection with his appointment as Chief Financial Officer, the Company granted Mr. Lentz long-term incentive awards under the Company’s 2020 Equity Incentive Plan, as amended, with a grant date of November 30, 2026, his start date. Half of the long-term incentive awards consist of performance-based restricted stock units (“PSUs”) and half consist of time-based restricted stock units (“RSUs”), as follows:
1.PSU Awards. Mr. Lentz was granted PSUs valued at $1,050,000, the number of shares underlying which will equal such amount divided by the closing price per share on the grant date. The PSUs vest based on achievement of four equally weighted performance goals (each representing 25% of the total PSU grant): (i) Adjusted EBITDA performance for fiscal year 2028 (the “FY2028 EBITDA Goal”), assessed as of June 15, 2028; (ii) Adjusted EBITDA performance for fiscal year 2029 (the “FY2029 EBITDA Goal”), assessed as of June 15, 2029; (iii) Relative Total Shareholder Return (“Relative TSR”) for the period from the grant date to June 15, 2028, measured by comparing the Company’s percentile rank with companies in the S&P Software & Services Select Industry Index (the “Peer Index”); and (iv) Relative TSR for the period from the grant date to June 15, 2029, measured by comparing the Company’s percentile rank with the companies in the Peer Index. Mr. Lentz may vest in the PSUs depending on the extent to which the EBITDA goals and the Relative TSR goals are achieved, with 50% of the target shares vesting upon achievement of threshold performance, 100% upon achievement of target performance and 150% upon achievement of maximum performance. Shares attributable to the FY2028 EBITDA Goal and the first Relative TSR tranche will be assessed on June 15, 2028, and shares attributable to the FY2029 EBITDA Goal and the second Relative TSR tranche will be assessed on June 15, 2029. However, all earned PSU shares are earned on date the Company’s Compensation Committee certifies achievement of all performance goals on June 15, 2029. If the Company’s achievement falls in between the performance targets, such amounts will be interpolated on a linear basis in calculating the number of PSU shares vested. PSU vesting is further conditioned on Mr. Lentz’ continued employment with the Company through November 30, 2029.
2.RSU Awards. Mr. Lentz was granted RSUs valued at $1,050,000, the number of shares underlying which will equal such amount divided by the closing price per share on the grant date. One-third of the RSUs will vest on the first anniversary of the grant date, and the remaining RSUs will vest proportionately during the remaining two years in equal quarterly installments, subject to Mr. Lentz’s continued employment with the Company through each applicable vesting date.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
There are no arrangements or understandings between Mr. Lentz and any other person pursuant to which he was selected as an officer of the Company, and there are no family relationships between Mr. Lentz and any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions, or proposed transactions, to which the Company is or was a party and in which Mr. Lentz had a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
(b) In connection with Mr. Lentz’s appointment, effective November 2, 2026, Joshua Kinsell ceased serving as Chief Financial Officer (Interim) and as the Company’s principal financial officer. Mr. Kinsell will continue to serve as the Company’s Chief Accounting Officer and principal accounting officer.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
10.1 | Employment Agreement, dated as of November 2, 2026, between Digital Turbine, Inc. and Daniel Lentz. | |||||||
SIGNATURES
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 thereunto duly authorized.
| November 5, 2026 | Digital Turbine, Inc. | |||||||
| By: | /s/ Joshua Kinsell | |||||||
| Joshua Kinsell | ||||||||
| Chief Financial Officer (Interim) and Chief Accounting Officer | ||||||||