APPS

Digital Turbine, Inc.

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MKT CAP $1.2BP/E —DIV YIELD —FCF YIELD —REV TTM $600.3M +19.2%NET INCOME −$35MNET DEBT $309.9M52W 2.82 – 14.39SEC XBRL · TTM TO Invalid Date

How APPS rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

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Company Overview Digital Turbine, Inc., through its subsidiaries (collectively “Digital Turbine,” the “Company,” “we,” or “us”), is a leading independent mobile growth platform that levels up the landscape for advertisers, publishers, carriers, and device original equipment manufacturers (“OEMs”).
Recent Developments Debt Refinancing, Issuance of Warrants and At-the-Market Offering On August 29, 2025 (the “Closing Date”), the Company refinanced its existing senior credit facility.
The Company and certain wholly owned subsidiaries of the Company, as guarantors (the “Guarantors”), entered into a Financing Agreement (the “Financing Agreement”) with Blue Torch Finance LLC, as both administrative and collateral agent.
The Financing Agreement (i) has a four-year term from the Closing Date and (ii) provides for three separate tranches of term loans in an aggregate principal amount of $430,000 (collectively the “Loans”), all of which were borrowed in full by the Company on the Closing Date.
The Loans are secured by substantially all of the assets of the Company and the Guarantors, subject to certain exceptions.
During the fiscal year ended March 31, 2026, the Company repaid one of the three term loan tranches.
See Note 12—Debt in the notes to the consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information regarding the Financing Agreement.
In connection with the Financing Agreement, the Company issued warrants (the “2025 Warrants”) to purchase an aggregate of 824,421 shares of the Company’s common stock (the “Common Stock”), par value $0.0001 per share, to certain affiliates of the Financing Agreement’s lenders at an exercise price of $4.84 per share (the “Exercise Price”), which was equal to the 30-day volume-weighted average price per share of Common Stock ending on and including the trading day immediately preceding the Closing Date.
On September 15, 2025, the Company issued an additional warrant to purchase an aggregate of 397,997 shares of Common Stock to an affiliate of a lender at the Exercise Price.
See Note 12—Debt in the notes to the consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information regarding the warrants issued in connection with the Financing Agreement.
On April 20, 2026, the Company amended its Financing Agreement and reduced the liquidity covenant requirement for the period between April 1, 2026 and December 31, 2026 from $20,000 to $15,000 and modified the timing and potential amount of certain associated fees.
On April 20, 2026 the Company amended the 2025 Warrant agreement to suspend the Company’s obligation to provide certain registration rights with respect to the resale of shares of Common Stock underlying the warrants held by or issuable to the holders from time to time until October 1, 2026.
See Note 18—Subsequent Events in the notes to the consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information regarding the amendment to the Financing Agreement.
On August 5, 2025, the Company entered into a Sale Agreement (“ATM”) with RBC Capital Markets LLC and Craig-Hallum Capital Group LLC as sales agents (collectively, the "Agents"), pursuant to which we could offer and sell from time-to-time shares of our Common Stock for aggregate gross proceeds of up to $150,000.
During the year ended March 31, 2026, the Company sold 9,945,136 shares of Common Stock at an average selling price of $ 5.89 per share, yielding aggregate gross proceeds of $ 58,566 , and incurred commission costs of $ 1,757 associated with such sales.
Net proceeds raised under the ATM were used to prepay the principal of the Loans, as required under the Financing Agreement.
On February 2, 2026, the Company delivered notice to the Agents of the termination of the ATM offering agreement.
Transformation Program In October 2024, the Company began a transformation program intended to improve current and future operating expenses, cash flows, and personnel costs.
Additionally, the initiatives intended to simplify and streamline business operations, including product optimization, procurement and cost optimization, and team restructuring.
The transformation program included several other initiatives and was completed in the fourth quarter of fiscal year 2025.
Year Ended March 31, 2026 2025 % of Change (in thousands) Transformation Program costs: Severance costs: Product development $ 105 $ 697 (84.9) % Sales and marketing 441 1,947 (77.3) % General and administrative 49 1,067 (95.4) % Total severance costs 595 3,711 (84.0) % Business transformation costs: General and administrative 31 2,060 (98.5) % Total business transformation costs 31 2,060 (98.5) % Total Transformation Program costs $ 626 $ 5,771 (89.2) % The Company anticipates costs associated with the Transformation Program to be insignificant in future years.
The Company’s headcount was 620 and 647 as of March 31, 2026 and 2025, respectively.
The Company may continue to invest selectively in additional headcount in the future as organizational needs arise.
Impact of Economic Conditions and Geopolitical Developments The Company, as a global company, is subject to negative impacts and risks related to prevailing macroeconomic conditions and significant events with macroeconomic impacts, including, but not limited to, the wars in Ukraine, Israel, Gaza, Iran, Lebanon and Syria, geopolitical tensions involving China including but not limited to various U.S. federal and state governmental agencies continued examination of the distribution and use of apps developed and/or published by China-based companies, market conditions related to inflation, recessionary concerns, fluctuating foreign currency exchange rates, increases in trade tariffs, changes in interest rates, uncertainty over liquidity concerns in the broader financial services industry, supply chain, including the 2026 global memory chip shortage associated with high Artificial Intelligence (“AI”) demands, and energy market disruption issues.
As a result of these macroeconomic conditions and uncertainties, certain of our customers have, and others may, defer or reduce their use of our services, which has had, and could in the future have, a negative impact on our net revenues.
We have suspended all of our business activities in Russia and Belarus, but such suspension has not had, and we do not expect it to have, a material impact on our financial results.
Despite our significant presence in the region, we do not expect the ongoing conflicts in Iran, Israel, Gaza, Lebanon, and Syria to have a material impact on our operations or our financial results.
In addition, our borrowings outstanding under our Financing Agreement currently bear interest at variable rates and may continue to fluctuate as a result of changes in interest rates.
We continuously monitor the direct and indirect impacts of these events on our business and financial results, as well as the overall global economy, and we anticipate that these macroeconomic events could continue to negatively impact our results of operation.
See Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K for further discussion of the possible impacts of these macroeconomic conditions on our business and financial results.
Components of Results of Operations Net Revenue The Company generates revenue from transactions for the purchase and sale of digital advertising inventory through our various platforms and service offerings.
Cost of Revenue and Operating Expenses Revenue share includes amounts paid to our carrier and OEM partners, as well as app publishers and developers through revenue sharing arrangements or via direct CPM, CPI, CPA, or cost-per-placement (“CPP”) arrangements, and are recorded as a cost of revenue.
Other direct costs of revenue are comprised primarily of hosting expenses directly related to the generation of revenue and bidding and platform fees associated with the Company’s exchange platform.
Product development expenses include the development and maintenance of the Company’s product suite and are primarily a function of employee-related costs, which include salaries, incentive compensation, and benefits as well as professional services fees, hosting expenses, and software costs.
The Company capitalizes certain product development costs related to developing new functionality for our products, which may cause our product development expense to fluctuate from period to period.
Sales and marketing expenses represent the costs of sales and marketing personnel, which include salaries, incentive compensation, and benefits in addition to advertising, marketing campaigns and campaign management, professional services fees, travel, and software costs.
The Company capitalizes certain sales and marketing costs related to developing new functionality for our products, which may cause our sales and marketing expense to fluctuate from period to period.
General and administrative expenses consist primarily of costs incurred to support our business operations across the parent and subsidiary companies, and include employee-related expenses such as salaries, incentive compensation and benefits for employees engaged in finance, accounting, legal, human resources and administration as well as other costs such as professional services and consulting fees, software costs, travel, facilities costs, insurance, stock-based compensation, and depreciation and amortization expense.
Interest and other income (expense), net Change in fair value of contingent consideration represents the post-acquisition remeasurements of potential future earn-out payments.
Each reporting period, the Company updates its assessment of these expected payments relative to the acquisition-date fair value.

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All U.S. dollar amounts, except share and per share amounts, in this Annual Report are in thousands.
Company Overview Digital Turbine, Inc., through its subsidiaries (collectively “Digital Turbine” or the “Company”), is a leading independent mobile growth platform that levels up the landscape for advertisers, publishers, carriers, and device “OEMs”.
We offer end-to-end products and solutions leveraging proprietary technology to all participants in the mobile application ecosystem, enabling brand discovery and advertising, user acquisition and engagement, and operational efficiency for advertisers.
Recent Developments Impact of Economic Conditions and Geopolitical Developments Our results of operations are affected by macroeconomic conditions and geopolitical developments, including but not limited to levels of business and consumer confidence, actions taken by governments to counter inflation, potential trade disputes, including but not limited to any U.S. government actions against China based developers and publishers, Russia’s invasion of Ukraine, the conflict in Israel, Gaza, Lebanon and Syria, and the recent conflict between India and Pakistan.
Inflation, rising interest rates, supply chain disruptions and constraints, changes in regional or global business, political, macroeconomic and market conditions, including as a result of conflicts, hostilities, recessionary fears, the impact of global instability, domestic and foreign tariffs and other trade protectionist measures, and reduced business and consumer confidence have caused and may continue to cause a global slowdown of economic activity, which has caused and may continue to cause a decrease in demand for a broad variety of goods and services, including those provided by our clients.
We are impacted by declining volume of sales of new mobile devices by our partners.
We believe this is driven by the impact of inflation, economic uncertainty, and their potential impacts on consumers.
These negative macroeconomic trends have resulted, and may continue to result in, a decrease in mobile phone sales volume.
Continued weakness in the sale of new mobile devices is likely to continue to impact our business, financial condition, and results of operations, the full impact of which remains uncertain at this time.
Further, various U.S. federal and state governmental agencies continue to examine the distribution and use of apps developed and/or published by China based companies.
In some cases, government agencies have banned certain apps from mobile devices.
Further actions by U.S. federal or state governmental agencies or other countries to restrict or ban the distribution of China based apps could negatively impact our business, financial condition, and results of operations.
While Russia’s invasion of Ukraine has not had a direct, material impact on our business, any European conflict, if expanded to include other countries, would likely have a material, negative impact on general economic conditions and would impact our business directly.
Additionally, we continue to actively monitor the recent developments in Israel, Gaza, Lebanon, and Syria for any material impacts to our business.
While no adverse financial or operational impacts have been noted in the current period, if such conflict continues or escalates, it could have a potential negative impact on our business, given our significant presence in the region.
The extent of the impact of these macroeconomic factors on our operational and financial performance is also dependent on their impact on carriers and OEMs in relation to their sales of smartphones, tablets, and other devices, as well as the impact on application developers and in-app advertisers.
If negative macroeconomic factors or geopolitical developments materially impact our partners over a prolonged period, our results of operations and financial condition could also be adversely impacted, the size and duration of which we cannot accurately predict at this time.
We continue to actively monitor these factors and we may take further actions that alter our business operations, as required, or that we determine are in the best interests of our employees, customers, partners, suppliers, and stockholders.
In addition to monitoring the developments described above, the Company also considers the impact such factors may have on our accounting estimates and potential impairments of our non-current assets, which primarily consist of goodwill and finite-lived intangible assets.
See Part I, Item 1A Risk Factors of this Annual Report on Form 10-K for further discussion of the potential adverse impacts of macroeconomic uncertainty on our business, including the risk factor titled “The effects of the current and any future general downturns in the U.S. and the global economy, including financial market disruptions, could harm the economic health of advertisers and the overall demand for advertising, which could have an adverse impact on our business, operating results, or financial condition.” Credit Agreement The Company entered into a Fourth Amendment to the Credit Agreement with Bank of America, N.A. on August 6, 2024 (as amended and restated, from time to time, the “Amended and Restated Credit Agreement”) to revise certain covenants and address certain other matters.
The Fourth Amendment to the Amended and Restated Credit Agreement amended the maximum consolidated secured net leverage covenant and the minimum consolidated interest coverage covenant to be retroactive to June 30, 2024, reduced the Revolver by $100,000 to $425,000 (while retaining the $75,000 accordion feature), increased the annual interest rate for highest leverage ratio results, SOFR plus between 1.50% and 3.75%, based on the Company’s consolidated leverage ratio, provided for payment against the outstanding balance of the revolving line of credit (the “Revolver”) to the extent the Company holds unrestricted cash in excess of $40,000 in the United States, reduced the permitted investments threshold limit for investments not otherwise permitted from $75,000 to $25,000 and added as 13-week cash flow forecast reporting requirement.
As of March 31, 2025, we had $411,000 drawn against the revolving line of credit under the Amended and Restated Credit Agreement.
The proceeds from the borrowings were primarily used to finance past acquisitions.
As of March 31, 2025, the interest rate was 8.17% and the unused line of credit fee was 0.35%, and we were in compliance with the consolidated secured net leverage ratio, consolidated interest coverage ratio, and other covenants under the Amended and Restated Credit Agreement.
The Company entered into a Fifth Amendment to the Amended and Restated Credit Agreement on June 13, 2025 to extend the maturity date of the Amended and Restated Credit Agreement from April 29, 2026 to August 29, 2026, revise certain covenants and address certain other matters.
The Fifth Amendment removed the incremental term loan facility, reduced the amount of the Revolver from $425,000 to $411,000, increased the SOFR and letter of credit fee to 5.5%, and the base rate to 4.5% through August 29, 2025 with increases to 7.5% and 6.5%, respectively, after August 29, 2025, removed the consolidated interest coverage ratio, put in place a decreasing consolidated secured net leverage ratio starting at 5.25 and decreasing to 4.00 on and after June 30, 2026 and an increasing fix charge coverage ratio starting at 1.10 increasing to 1.30 on and after June 30, 2026, requires mandatory prepayments of net cash proceeds from equity issuances and certain other extraordinary receipts, and added certain covenants, including additional monthly reporting obligations, quarterly projections, biweekly 13-week cash flow forecast reporting, and other access rights.
The Company is required to engage a financial advisor which will, among other things, provide written analyses, including variance analyses, of actual amounts and projected amounts as set forth in the Company’s business plan and budget and 13-week Cash Flow Forecasts and provide the lenders with reasonable access to the financial adviser to the lenders.
The Company granted the lenders a security interest in additional assets, including the issued and outstanding equity of certain foreign subsidiaries, including Digital Turbine (EMEA) LTD., Fyber B.V. and Digital Turbine (IL) Ltd.
The Company is required to pay an amendment fee equal to $ 8,220 at closing, $ 10,275 on September 2, 2025 and $ 1,027 due and payable at the end of each fiscal quarter (beginning on the fiscal quarter ending on September 30, 2025) until the earlier of maturity and the date the facility is repaid in full.
In addition, the Company is required to pay an additional administrative collateral monitoring fee of $ 2,000 if certain closing deliveries with respect to the additional collateral are not satisfied within the timeframe set forth in the Fifth Amendment.
We are currently seeking to refinance the Amended and Restated Credit Agreement before August 29, 2025 and are exploring options to raise additional capital through a new credit facility with new lenders or the sale of equity securities or equity-linked or debt-financing arrangements.
We cannot assure you that we will be able to refinance any of our indebtedness or enter into equity or equity-linked financing arrangements on commercially reasonable terms, or at all.
If the Company is unable refinance the existing Amended and Restated Credit Agreement before August 29, 2025, the Company’s indebtedness under the Amended and Restated Credit Agreement would be reclassified as short-term debt, which could have a material adverse effect on the Company’s business and stock price.
There can be no assurance that we will be able to raise additional capital.
The inability to raise capital would adversely affect our ability to achieve our business objectives and our expectations, our liquidity and ability to operate our business, our stock price and our ability to continue as a going concern.
See Part I, Item 1A, Risk Factors, in this Annual Report on Form 10-K for more information regarding risks related to liquidity and capital resources.
Transformation Program Beginning in fiscal year 2023, the Company entered into a business transformation project that includes the implementation of a new, global cloud-based enterprise resource planning (“ERP”) system to upgrade our existing enterprise-wide operating systems.
Additionally, a new human resource (“HR”) system was also implemented to streamline employee management processes and enhance organizational effectiveness.
We are also undertaking the consolidation of existing ancillary systems and deploying other new platforms and systems to improve our operations and drive business and cost efficiencies.
This is a multi-year project that includes various costs, including software configuration and implementation costs that would be recognized as either capital expenditures or deferred costs in accordance with applicable accounting policies, with certain costs recognized as operating expense associated with project development and project management costs, and professional services with business partners engaged in the planning, design and business process review that would not qualify as software configuration and implementation costs.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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