Form 4 Filing: Chestnutt Receives 34,862 Restricted Shares at APPS

Rhea-AI Filing Summary

Form 4 filed by Roy H. Chestnutt (Director) for Digital Turbine, Inc. (APPS)

On 08/01/2025 Roy H. Chestnutt was granted 34,862 restricted common shares under the Issuer's 2020 Equity Incentive Plan as compensation for service as a non-employee director for the period 08/01/2025 through 07/31/2026. The grant price is reported as $0. Following the grant, Chestnutt beneficially owns 251,226 shares (direct).

Vesting:

• Vests in four equal quarterly increments on 10/31/2025, 01/31/2026, 04/30/2026, and 07/31/2026.
• The final quarter will vest early if the reporting person is not re-elected or not nominated and the annual meeting occurs before final vesting.

Form filed 08/05/2025 pursuant to Section 16.

Positive

• Grant of 34,862 restricted shares explicitly disclosed under the 2020 Equity Incentive Plan
• Clear vesting schedule provided with specific quarterly vesting dates: 10/31/2025, 01/31/2026, 04/30/2026, 07/31/2026
• Post-grant beneficial ownership reported as 251,226 shares (direct), providing transparency

Negative

• None.

Insights

Financial Analyst

TL;DR Routine director restricted-stock grant: 34,862 shares granted on 08/01/2025; vesting quarterly; beneficial ownership reported as 251,226 shares.

This Form 4 documents a non-cash equity grant to a director under the Issuer's 2020 Equity Incentive Plan. The grant is priced at $0 and vests in four equal quarterly installments with a limited acceleration condition tied to non-re-election. The filing reports the post-grant beneficial ownership position as 251,226 shares. Filing date is 08/05/2025.

Corporate Governance Expert

TL;DR Non-employee director award with standard service-based vesting and a contingency for the final tranche tied to board re-election timing.

The Form indicates a director compensation action under the 2020 Equity Incentive Plan. The vesting schedule is service-based and the final tranche contains a specific provision that accelerates vesting if the director is not re-elected and the annual meeting occurs before final vesting. The disclosure is clear on grant terms, dates, and resulting beneficial ownership.

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

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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^*

Chestnutt Roy H

(Last) (First) (Middle)

110 SAN ANTONIO STREET

SUITE 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		A(1)		34,862(2)	A	$0	251,226	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. Grant of restricted common stock (the "Shares") pursuant to Issuer's 2020 Equity Incentive Plan. Such Shares were granted as part of Reporting Person's compensation for services as a non-employee director of Issuer for the period August 1, 2025 through July 31, 2026.

2. The Shares vest in four equal quarterly increments on October 31, 2025, January 31, 2026, April 30, 2026, and July 31, 2026. The last quarter of unvested shares will automatically vest as of the annual meeting of stockholders if Reporting Person either is not re-elected or is not nominated for re-election, and the annual meeting occurs before the final vesting of the grant.

Remarks:

	/s/ Roy H. Chestnutt	08/05/2025
	** 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 transaction is reported on the APPS Form 4 filed by Roy H. Chestnutt?

The filing reports a grant of 34,862 restricted common shares to Roy H. Chestnutt under Digital Turbine's 2020 Equity Incentive Plan dated 08/01/2025.

What is the vesting schedule for the restricted shares granted to Chestnutt?

The shares vest in four equal quarterly increments on 10/31/2025, 01/31/2026, 04/30/2026, and 07/31/2026.

What is Roy Chestnutt's relationship to Digital Turbine in this filing?

The filing identifies Roy H. Chestnutt as a Director and the grant is compensation for his service as a non-employee director for the period 08/01/2025 through 07/31/2026.

How many shares does Chestnutt beneficially own after the reported transaction?

After the grant, the Form reports Chestnutt beneficially owns 251,226 shares (direct).

What price was reported for the restricted share grant?

The grant is reported at a price of $0.

When was the Form 4 filed with the SEC?

The Form 4 was signed on 08/05/2025 and reports a transaction date of 08/01/2025.