Digital Turbine, Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On September 1, 2026, the Board of Directors of Digital Turbine, Inc. (the “Company”) and the Compensation and Human Capital Management Committee of the Company (the “Compensation Committee”) approved the grant of fiscal year 2027 long-term incentive awards (the “FY2027 LTI Awards”) to the Company’s named executive officers under the Company’s 2020 Equity Incentive Plan, as amended. The FY2027 LTI Awards have a grant date of September 2, 2026 and consist of performance-based restricted stock units (“PSUs”) and time-based restricted stock units (“RSUs”) granted to each of the following named executive officers: William Stone, Chief Executive Officer; Michael Akkerman, Chief Business Officer; Joshua Kinsell, Chief Financial Officer (Interim) and Chief Accounting Officer; and Benneaser John, Chief Technology Officer. The FY2027 LTI Awards were designed to provide 50% of each executive’s long-term equity incentive value in PSUs and 50% in RSUs. PSU Awards. Messrs. Stone, Akkerman, Kinsell and John were granted PSUs covering 204,498, 76,687, 51,124 and 51,124 target shares of Company common stock, respectively. The PSUs vest based on achievement of four equally weighted performance goals (each representing 25% of the total PSU grant): (i) Adjusted EBITDA performance for fiscal year 2028 (the “FY2028 EBITDA Goal”), assessed as of June 15, 2028; (ii) Adjusted EBITDA performance for fiscal year 2029 (the “FY2029 EBITDA Goal”), assessed as of June 15, 2029; (iii) Relative Total Shareholder Return (“Relative TSR”) for the period from the grant date to June 15, 2028, measured by comparing the Company’s percentile rank with companies in the S&P Software & Services Select Industry Index (the “Peer Index”); and (iv) Relative TSR for the period from the grant date to June 15, 2029, measured by comparing the Company’s percentile rank with companies in the Peer Index. Each executive has the opportunity to vest in such PSUs depending on the extent to which the adjusted EBITDA goals and related Relative TSR goals are achieved, with 50% vesting based on achievement of threshold performance, 100% vesting based on achievement of target performance and 150% vesting based on achievement of maximum performance. Shares attributable to the FY2028 EBITDA Goal and the first Relative TSR tranche will be assessed on June 15, 2028, and shares attributable to the FY2029 EBITDA Goal and the second Relative TSR tranche will be assessed on June 15, 2029. However, all earned PSU shares vest on date the Compensation Committee certifies achievement of all performance goals on June 15, 2029. If the Company’s achievement falls in between the performance targets, such amounts will be interpolated on a linear basis in calculating the number of PSU shares vested. PSU vesting is further conditioned on each recipient’s continued employment with the Company through the vesting date (June 15, 2029). RSU Awards. Messrs. Stone, Akkerman, Kinsell and John were granted RSUs covering 204,498, 76,687, 51,124 and 51,124 shares of Company common stock, respectively. One-third of the RSUs will vest on the first anniversary of the grant date and the remaining shares will vest in equal monthly installments thereafter through June 15, 2029, subject to each recipient’s continued employment with the Company through each applicable vesting date.