[8-K] Digital Turbine, Inc. Reports Material Event

Rhea-AI Filing Summary

Digital Turbine reported it filed a prospectus supplement covering 1,222,418 shares of common stock to be sold by selling stockholders. The filing was made on October 22, 2025 under the company’s shelf registration.

The company also provided a legal opinion on the validity of these securities, included as Exhibit 5.1 from Jackson Walker L.L.P., with the consent included in the same exhibit.

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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) October 22, 2025

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						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 8.01 Other Events.

On October 22, 2025, Digital Turbine, Inc. (the “Company”) filed a prospectus supplement, dated October 22, 2025, to the Company’s shelf registration statement on Form S-3 (File No. 333-289265)(the “Prospectus Supplement”). The Prospectus Supplement covered 1,222,418 shares of the Company’s common stock, par value $0.0001 per share, to be sold by the “Selling Stockholders” as listed in the Prospectus Supplement.

The Company is filing this report to provide the legal opinion as to the validity of the securities covered by the Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
5.1						Opinion of Jackson Walker L.L.P.
23.1						Consent of Jackson Walker L.L.P. (included within the opinion filed as Exhibit 5.1)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

Dated: October 22, 2025			Digital Turbine, Inc.
			By:			/s/  Stephen Lasher
						Stephen Lasher
						Chief Financial Officer