Digital Turbine insider reports withholding sale; retains 294,670 shares

Rhea-AI Filing Summary

Digital Turbine insider sale by Chief Accounting Officer tied to tax withholding, not a market sale. Joshua Kinsell, the companys Chief Accounting Officer, reported on Form 4 that on 08/21/2025 he had a disposition of units associated with common stock to satisfy tax withholding upon vesting. The filing shows a disposition labeled "533(1) D" for shares at a price of $4.03 and indicates no new shares were issued in the transaction. After the transaction Kinsell beneficially owned 294,670 shares directly. The form is a routine, compensation-related reporting of vesting and tax withholding rather than an open-market sale.

Positive

• Retained substantial ownership: still beneficially owns 294,670 shares directly after the transaction
• Transaction was administrative: disposition was to satisfy tax withholding upon vesting, not an open-market sale
• No new shares issued in connection with the transaction, per the filers explanation

Negative

• Minor disposition recorded: a portion of vested units were disposed (reported with price $4.03), which slightly reduces insider-held shares

Insights

Corporate Governance Expert

TL;DR: Routine insider withholding sale on vesting; retains material direct ownership, so governance signal is neutral.

This Form 4 documents a common administrative transaction: shares or units vested and a portion were disposed to cover tax obligations. The reporter remains a senior executive with 294,670 direct shares after the disposition, which suggests continued alignment with shareholders. Because the filing explicitly states that no new shares were issued and the disposition was to satisfy taxes, there is no indication of opportunistic selling or governance concern.

Executive Compensation Analyst

TL;DR: Transaction appears to be withholding to cover taxes on vested compensation; not indicative of liquidity-driven selling.

The entry shows a small number of units disposed upon vesting with a reported price of $4.03 and an explanatory note confirming the disposition was for tax withholding. Such transactions are standard when equity awards vest. The remaining direct ownership of 294,670 shares signals that most vested equity was retained or previously held, consistent with retention-focused compensation practices.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kinsell Joshua

(Last) (First) (Middle)

110 SAN ANTONIO STREET

UNIT 160

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Digital Turbine, Inc. [ APPS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/21/2025		F		533(1)	D	$4.03	294,670	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. No corresponding shares of common stock were issued in connection with this transaction. Units were disposed upon vesting in lieu of taxes owed.

Remarks:

	/s/ Joshua Kinsell	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did APPS reporting person Joshua Kinsell file on 08/21/2025?

He reported a disposition related to vested units on 08/21/2025; units were disposed to satisfy tax withholding and the reported price was $4.03.

How many shares does Joshua Kinsell beneficially own after the reported transaction?

Following the transaction he beneficially owns 294,670 shares directly.

Was the Form 4 sale by Kinsell an open-market sale or for another purpose?

The filing explicitly states the units were disposed upon vesting in lieu of taxes, so it was a tax withholding disposition, not an open-market sale.

Did this transaction issue new shares for Digital Turbine (APPS)?

No. The form's explanation states no corresponding shares of common stock were issued in connection with this transaction.

What is Joshua Kinsells role at Digital Turbine per the filing?

He is listed as an Officer with the title Chief Accounting Officer.