Digital Turbine adds 10.6M shares to equity plan

Digital Turbine, Inc. (APPS) reported results of its August 25, 2026 annual stockholders meeting and an amendment to its 2020 Equity Incentive Plan.

Rhea-AI Filing Summary

Digital Turbine, Inc. (APPS) reported results of its August 25, 2026 annual stockholders meeting and an amendment to its 2020 Equity Incentive Plan. Stockholders approved a Fourth Amendment increasing shares of common stock authorized for issuance under the plan by 10,630,000, from 20,560,000 to 31,190,000, and making other changes.

Seven directors were elected to serve until the 2027 annual meeting. Stockholders approved the non-binding advisory "say-on-pay" resolution on executive compensation and indicated a preference to hold this advisory vote every one year. They also ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027. A quorum was reached, with 90,149,520 shares, or 74.54% of shares entitled to vote, present or represented by proxy.

Filing Explained

The approved amendment adds 10,630,000 shares to the equity-plan authorization, creating potential dilution capacity but not reporting an issuance.

On August 25, 2026, stockholders approved an amendment to Digital Turbine’s 2020 Equity Incentive Plan, increasing shares authorized for issuance by 10,630,000, from 20,560,000 to 31,190,000. This expands the plan’s issuance capacity; the filing does not report that these additional shares have been issued.

If shares are later issued under the plan, the supplied dilution definition indicates that the total share count would increase and existing holders’ percentage ownership would decrease absent offsetting changes. Any such dilution remains contingent on a later issuance.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 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 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity plan shares authorized for issuance before amendment: 20,560,000 shares Equity plan shares authorized for issuance after amendment: 31,190,000 shares Increase in equity plan share authorization: 10,630,000 shares +5 more

8 metrics

Equity plan shares authorized for issuance before amendment 20,560,000 shares Shares of common stock authorized for issuance under the 2020 Equity Incentive Plan before the Fourth Amendment

Equity plan shares authorized for issuance after amendment 31,190,000 shares Shares of common stock authorized for issuance under the 2020 Equity Incentive Plan after the Fourth Amendment

Increase in equity plan share authorization 10,630,000 shares Additional shares of common stock authorized for issuance under the 2020 Equity Incentive Plan by the Fourth Amendment

Common stock outstanding on record date 120,936,038 shares Common shares outstanding and entitled to vote as of July 1, 2026

Series A preferred stock outstanding on record date 100,000 shares Series A preferred shares outstanding as of July 1, 2026, convertible into 20,000 common shares

Shares present or represented by proxy 90,149,520 shares Shares present or represented at the 2026 annual meeting, constituting 74.54% of shares entitled to vote

Quorum percentage 74.54% Percentage of shares entitled to vote that were present or represented at the 2026 annual meeting

Votes for equity plan amendment 61,343,305 votes Votes cast in favor of the amendment to the 2020 Equity Incentive Plan (Proposal 5)

Key Terms

Equity Incentive Plan, broker non-votes, say-on-pay, independent registered public accounting firm, +1 more

5 terms

Equity Incentive Plan financial

"Fourth Amendment to the Company’s 2020 Equity Incentive Plan to increase the number"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

broker non-votes financial

"Votes For, Votes Withheld, Broker Non-Votes Roy H. Chestnutt"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

say-on-pay financial

"non-binding advisory resolution approving the compensation of the Company’s named"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

independent registered public accounting firm financial

"appointment of Grant Thornton LLP as the Company's independent registered public"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity plan change did Digital Turbine (APPS) stockholders approve?

Stockholders approved a Fourth Amendment to Digital Turbine’s 2020 Equity Incentive Plan, increasing the shares of common stock authorized for issuance under the plan by 10,630,000, from 20,560,000 shares to 31,190,000 shares, and making certain other changes described in the proxy materials.

How many Digital Turbine (APPS) shares were entitled to vote at the 2026 annual meeting?

As of the July 1, 2026 record date, there were 120,936,038 shares of common stock and 100,000 shares of Series A preferred stock outstanding, with the preferred shares convertible into 20,000 common shares and entitled to vote together with the common stock as a single class.

What was the quorum at Digital Turbine’s 2026 annual meeting?

At the 2026 annual meeting, 90,149,520 shares were present or represented by valid proxy, representing 74.54% of the shares entitled to vote. This satisfied the quorum requirement for conducting business at the meeting.

Did Digital Turbine (APPS) stockholders approve say-on-pay in 2026?

Yes. The non-binding advisory resolution on executive compensation was approved with 37,927,832 votes for, 26,468,367 against, 337,470 abstentions, and 25,415,851 broker non-votes at the 2026 annual meeting.

How often will Digital Turbine (APPS) hold future say-on-pay votes?

Stockholders favored holding say-on-pay votes every one year, with 53,106,923 votes for one year, compared to 967,540 for two years and 9,785,382 for three years, and 873,824 abstentions. The company will continue to hold the advisory vote on executive compensation annually.

Who is Digital Turbine’s independent auditor for fiscal 2027?

The appointment of Grant Thornton LLP as Digital Turbine’s independent registered public accounting firm for the fiscal year ending March 31, 2027, was ratified with 85,073,825 votes for, 5,029,347 against, and 46,348 abstentions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/25/2026 - 04:10 PM EDT Accepted by SEC EDGAR 08/25/2026 - 04:09 PM EDT Learn about SEC filing dates

false000031778800003177882026-08-252026-08-25

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): August 25, 2026

Digital Turbine, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-35958

22-2267658

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

110 San Antonio Street, Suite 160, Austin, TX						78701
(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
Common Stock			APPS			NASDAQ

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

(e) On August 25, 2026, at the annual stockholders meeting of Digital Turbine, Inc. (the “Company”), the Company’s stockholders approved a fourth amendment (the “Fourth Amendment”) to the Company’s 2020 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 10,630,000 shares, from 20,560,000 shares to 31,190,000 shares and to make certain other changes.

Item 5.07     Submission of Matters to a Vote of Security Holders.

Presented below are the voting results for the proposals, described in detail in the Definitive Proxy Statement of the Company filed with the Securities and Exchange Commission on July 13, 2026 submitted to our stockholders at the Company’s 2026 annual meeting of stockholders held on August 25, 2026 (the “Annual Meeting”).

As of the close of business on July 1, 2026, the record date for the Annual Meeting, a total of 120,936,038 shares of our common stock and 100,000 shares of our Series A preferred stock (“Preferred Stock”), which are convertible into 20,000 shares of common stock, were outstanding and entitled to vote at our Annual Meeting. Preferred Stock is entitled to vote together with the common stock as a single class (on an as-converted to common stock basis) on any matters submitted to the holders of our common stock.

At the Annual Meeting, the aggregate number of shares present or represented by valid proxy was 90,149,520 shares or 74.54% of shares entitled to vote. Therefore, a quorum was present for purposes of the Annual Meeting.

Proposal 1    Election of Directors

The stockholders elected seven directors to serve until the annual meeting of stockholders in 2027 with the following vote:

Name of Director Elected						Votes For						Votes Withheld						Broker Non-Votes
Roy H. Chestnutt						63,221,678						1,511,991						25,415,851
Robert Deutschman						62,176,231						2,557,438						25,415,851
Holly Hess Groos						62,973,053						1,760,616						25,415,851
Mohan S. Gyani						63,760,404						973,265						25,415,851
Jeffrey Karish						62,486,683						2,246,986						25,415,851
Michelle M. Sterling						63,535,917						1,197,752						25,415,851
William G. Stone III						64,133,355						600,314						25,415,851

Proposal 2    Advisory Vote on Executive Compensation

The non-binding advisory resolution approving the compensation of the Company’s named executive officers, commonly referred to as “say-on-pay”, was approved with the following vote:

For						Against						Abstain						Broker Non-Votes
37,927,832						26,468,367						337,470						25,415,851

Proposal 3    Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

The non-binding advisory vote on the frequency of future advisory votes on executive compensation was submitted to the stockholders with the following vote. The option of one year received the greatest number of votes.

1 Year						2 Years						3 Years						Abstain
53,106,923						967,540						9,785,382						873,824

Proposal 4    Appointment of Grant Thornton LLP as Independent Registered Public Accounting Firm

The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2027, was ratified with the following vote:

For						Against						Abstain						Broker Non-Votes
85,073,825						5,029,347						46,348						—

Proposal 5    Amendment to the Company’s 2020 Equity Incentive Plan

The amendment to the Company’s 2020 Equity Incentive Plan was approved with the following vote:

For						Against						Abstain						Broker Non-Votes
61,343,305						3,148,536						241,828						25,415,851

After considering the voting results on Proposal No. 3, the Company will continue to hold an advisory vote on executive compensation every year.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Fourth Amendment to 2020 Equity Incentive Plan.

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.

8/25/2026			Digital Turbine, Inc.
			By:			/s/ Joshua Kinsell
						Joshua Kinsell
						Chief Financial Officer (Interim) and Chief Accounting Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 20.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB