NINE files 8-K: Q2-25 earnings release furnished, director change noted

Q: Who resigned from Nine Energy Service鈥檚 board?

Mark E. Baldwin resigned effective 1 Aug 2025.

Q: Who joined Nine Energy Service鈥檚 board on 2 Aug 2025?

Jerome (Joey) D. Hall began serving as a director.

[424B5] Digital Turbine, Inc. Prospectus Supplement (Debt Securities)

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

424B5

Rhea-AI Filing Summary

Form 8-K highlights for Nine Energy Service (NYSE: NINE) dated 5 Aug 2025:

Item 2.02 鈥� Results of Operations: The company furnished, but did not file, a press release (Exhibit 99.1) covering Q2-25 results (quarter ended 30 Jun 2025). No financial figures are included in this filing; investors must review the attached exhibit for details. Because the information is 鈥渇urnished,鈥� it is not subject to Exchange Act Section 18 liability and will not be incorporated by reference unless specifically stated.
Item 5.02 鈥� Board changes: Director Mark E. Baldwin resigned effective 1 Aug 2025 as previously planned. Jerome (Joey) D. Hall, whose pending appointment had been disclosed earlier, joined the Board on 2 Aug 2025.
Exhibits: 99.1 鈥� Q2-25 earnings press release; 104 鈥� Cover Page Inline XBRL.

No other material events, transactions or financial statements were reported.

Insights

TL;DR: Routine 8-K; director transition already telegraphed, minimal governance impact.

Baldwin鈥檚 planned resignation and Hall鈥檚 accession follow prior disclosures, signaling orderly succession rather than turmoil. Absent committee reassignments or activist pressure, governance risk remains unchanged. The furnished earnings press release limits liability exposure, a standard practice. Overall, the filing is neutral for valuation or control considerations.

TL;DR: Earnings details not in filing; investors must consult Exhibit 99.1.

Because no numerical results are presented, this 8-K alone cannot move the model. Focus shifts to the press release for revenue, EBITDA and guidance updates. Director changes are unlikely to influence operations or capital allocation. Consequently, the filing is informational, not market-moving.

08/05/2025 - 05:15 PM

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-289265

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED AUGUST 5, 2025)

Up to $150,000,000

Common Stock

We have entered into a Sales Agreement with RBC Capital Markets, LLC and Craig-Hallum Capital Group LLC, relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $150 million from time to time through RBC Capital Markets, LLC, and Craig-Hallum Capital Group LLC, acting as sales agents (the “Sales Agents”).

Sales of common stock pursuant to this prospectus supplement and the accompanying prospectus, if any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market” transactions as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactions through the facilities of the Nasdaq Capital Market at market prices, to or through a market maker, through an electronic communications network, in negotiated transactions, in any manner permitted by applicable law, or as otherwise agreed between the applicable Sales Agent and us. No Sales Agent is required to sell any specific amount of securities, but each Sales Agent will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations, on mutually agreed terms between each Sales Agent and us. We may instruct the Sales Agents not to sell shares if the sales cannot be effected at or above the price designated by us in any such instruction. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

We also may sell shares of our common stock to each of the Sales Agents, as principal for its own account, at a price to be agreed upon at the time of sale. If we sell shares of our common stock to any of the Sales Agents, as principal, we will enter into a separate terms agreement with such Sales Agent, and we may describe the terms agreement in a separate prospectus supplement.

The Sales Agents will be entitled to compensation at a commission rate of 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of our common stock on our behalf, the Sales Agents may be deemed to be “underwriters” within the meaning of the Securities Act and the compensation of the Sales Agents may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agents with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See the section titled “Plan of Distribution” on page S-15 of this prospectus supplement.

Investing in these securities involves risks. Please carefully read the information under the headings “Risk Factors” beginning on page S-12 of this prospectus supplement and on page 9 of the accompanying prospectus, and “Item 1A – Risk Factors” of our most recent Annual Report on Form 10-K and any Quarterly Reports on Form 10-Q filed subsequently to such Form 10-K that are incorporated by reference in this prospectus supplement and the accompanying prospectus or under similar heading in any other document that is incorporated by reference into, this prospectus supplement and the accompanying prospectus before you invest in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.


RBC CAPITAL MARKETS						CRAIG-HALLUM

The date of this prospectus supplement is August 5, 2025.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-1
WHERE YOU CAN FIND MORE INFORMATION			S-3
INCORPORATION BY REFERENCE			S-4
FORWARD-LOOKING STATEMENTS			S-5
MARKET AND INDUSTRY DATA			S-9
PROSPECTUS SUPPLEMENT SUMMARY			S-10
RISK FACTORS			S-12
USE OF PROCEEDS			S-14
PLAN OF DISTRIBUTION			S-15
LISTING OF OUR COMMON STOCK			S-18
LEGAL MATTERS			S-19
EXPERTS			S-19

PROSPECTUS


ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
INCORPORATION BY REFERENCE			3
FORWARD-LOOKING STATEMENTS			4
PROSPECTUS SUMMARY			8
RISK FACTORS			9
USE OF PROCEEDS			10
DESCRIPTION OF CAPITAL STOCK			11
DESCRIPTION OF DEBT SECURITIES			14
DESCRIPTION OF WARRANTS			22
DESCRIPTION OF UNITS			24
SELLING SECURITYHOLDERS			25
PLAN OF DISTRIBUTION			26
LEGAL MATTERS			29
EXPERTS			29

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration statement that we have filed with the Securities and Exchange Commission, (the “SEC”), utilizing a “shelf” registration process. Under the shelf registration process, we may, from time to time, offer and sell any combination of our securities described in the accompanying prospectus in one or more offerings. We are providing information to you about this offering of our common stock in two parts. The first part is this prospectus supplement, which provides you with specific information regarding the terms of this offering and our common stock, and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides more general information, some of which does not apply to this offering of our common stock. This prospectus supplement and the accompanying prospectus relate to the Sales Agreement, dated August 5, 2025 by and among Digital Turbine, Inc. and the Sales Agents named therein.

We provide information to you about this offering of shares of our common stock in this prospectus supplement, which describes the specific details regarding this offering. This prospectus supplement adds to, updates, and changes information contained in the accompanying prospectus and the information incorporated by reference therein with respect to this offering of our common stock. To the extent that any information in this prospectus supplement is inconsistent with the information in the accompanying prospectus or any information incorporated by reference therein, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement as our business, financial condition, results of operations and prospects may have changed since the earlier dates.

Before buying any of the common stock that we are offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus and all of the information incorporated by reference herein and therein, as well as the additional information described under the sections titled “Where You Can Find More Information” and “Incorporation by Reference.” These documents contain important information that you should consider when making your investment decision.

We have not, and the Sales Agents have not, authorized any other person to provide you with any information different from that contained in this prospectus supplement and in the accompanying prospectus or in any free writing prospectus prepared by us or on our behalf. We and the Sales Agents take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the Sales Agents are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement or the accompanying prospectus or any free writing prospectus is accurate only as of the date on the front cover of this prospectus supplement or such free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Information contained on our website is not part of this prospectus supplement or the accompanying prospectus. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the offering of the common stock in certain jurisdictions may be restricted by law. You must comply with all applicable laws and regulations in force in any applicable jurisdiction and you must obtain any consent, approval or permission required by you for the purchase, offer or sale of the common stock under the laws and regulations in force in the jurisdiction to which you are subject or in which you make your purchase, offer or sale, and neither we nor the Sales Agents (nor their affiliates) will have any responsibility thereto. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement or the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

S-1

Unless the context indicates otherwise, as used in this prospectus supplement and the accompanying prospectus, the terms “Digital Turbine,” “Digital Turbine, Inc.,” “Company,” “we,” “us” and “our” refer to Digital Turbine, Inc. and, where appropriate, its subsidiaries on a consolidated basis.

“Digital Turbine,” our logo, and our other registered or common law trademarks, service marks, and trade names appearing in this prospectus supplement and the prospectus supplement are the property of Digital Turbine, Inc. Other trademarks and trade names referred to in this prospectus or any prospectus supplement are the property of their respective owners.

S-2

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at www.sec.gov.

Also, using our website, www.digitalturbine.com, you can access electronic copies of documents we file with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information we file with the SEC. Information on our website is not incorporated by reference in this prospectus supplement or the accompanying prospectus. Access to those electronic filings is available as soon as practical after filing with the SEC. You may also request a copy of those filings, including exhibits, at no cost by writing or telephoning our principal executive office, which is:

110 San Antonio Street, Suite 160

Austin, Texas 78701

Attn: Investor Relations

(512) 387-7717

This prospectus supplement and the accompanying prospectus are part of a registration statement that we have filed with the SEC relating to the securities offered hereby and do not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities that we are offering. Forms of any indenture or other documents establishing the terms of the offered securities, as well as our certificate of incorporation and bylaws are filed as exhibits to the registration statement of which this prospectus supplement forms a part or under cover of a Current Report on Form 8-K and incorporated in this prospectus supplement and the accompanying prospectus by reference. Statements in this prospectus supplement and the accompanying prospectus about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. The registration statement, exhibits and schedules are available on the Internet website maintained by the SEC at www.sec.gov.

S-3

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus. Information in this prospectus supplement supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement and the accompanying prospectus, while information that we file later with the SEC will automatically update and supersede the information in this prospectus supplement. We incorporate by reference into this prospectus supplement and the accompanying prospectus the information or documents listed below that we have filed with the SEC:

•Our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on June 16, 2025;

•Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the SEC on August 5, 2025;

•Our Current Report on Form 8-K filed with the SEC on May 29, 2025;

•The portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on July 17, 2025 that we incorporated by reference into Part III of the Annual Report on Form 10-K for the fiscal year ended March 31, 2025; and

•The description of our common stock contained in Exhibit 4.3 of our Annual Report on Form 10-K filed with the SEC on June 10, 2021.

Notwithstanding the foregoing, information that we elect to furnish, but not file, or have furnished, but not filed, with the SEC in accordance with the SEC rules and regulations is not incorporated into this Registration Statement and does not constitute a part hereof.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus supplement and the accompanying prospectus, or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and the accompanying prospectus.

S-4

FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. You can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” the negative of such terms, and other similar expressions that are intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to our business.

These forward-looking statements are based on information available as of the date they were made and reflect management’s expectations, forecasts and assumptions as of such date, and involve a number of judgments, known and/or unknown risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable law.

You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

Risks Specific to our Business

•Our transformation activities and reduction in force may not adequately reduce our operating costs or improve our operating margins or cash flows, may lead to additional workforce attrition and may cause operational disruptions.

•We have a history of net losses.

•We have a limited operating history for our current portfolio of assets.

•Our operations are global in scope, and we face added business, political, regulatory, legal, operational, financial and economic risks as a result of our international operations.

•Our financial results could vary significantly from quarter-to-quarter and are difficult to predict.

•A significant portion of our revenue is derived from a limited number of wireless carriers and customers.

•The risk of impairment of our goodwill.

•The effects of any future general downturns in the U.S. and the global economy, including financial market disruptions.

•Our products, services and systems rely on software that is highly technical, and if it contains errors or viruses, our business could be adversely affected.

•Our business may involve the use, transmission and storage of confidential information and personally identifiable information, and the failure to properly safeguard such information could result in significant reputational harm and monetary damages.

•Our business and reputation could be impacted by information technology system failures and network disruptions.

S-5

•System security risks and cyber-attacks could disrupt our internal operations or information technology services provided to customers.

•Our business may suffer if we are unable to hire and retain key talent.

•Our corporate culture has contributed to our success, and if we cannot maintain this culture, we could lose the innovation, creativity, passion and teamwork that we believe contribute to our success and our business may be harmed.

•If we make future acquisitions, this could require significant management attention and disrupt our business.

•Adverse effects of negative developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions.

•Entry into new lines of business, and our offering of new products and services, resulting from our investments may result in exposure to new risks.

•Litigation may harm our business.

Risks Related to the Mobile Advertising Industry

•The mobile advertising business is an intensely competitive industry, and we may not be able to compete successfully.

•The markets for our products and services are rapidly evolving and may decline or experience limited growth.

•Our business is dependent on the continued growth in usage of smartphones and other mobile connected devices.

•Wireless technologies are changing rapidly, and we may not be successful in working with these new technologies.

•The complexity of and incompatibilities among mobile devices may require us to use additional resources for the development of our products and services.

•If wireless subscribers do not continue to use their mobile devices to access mobile content and other applications, our business growth and future revenue may be adversely affected.

•A shift of technology platform by wireless carriers and mobile device manufacturers could lengthen the development period for our offerings, increase our costs, and cause our offerings to be published later than anticipated.

•Actual or perceived security vulnerabilities in devices or wireless networks could adversely affect our revenue.

•We may be subject to legal liability associated with providing mobile and online services.

•Risks of public health issues, such as a major epidemic or pandemic.

•Risk related to geopolitical conditions and the global economy, including conflicts, financial markets, and inflation, global supply chain, and tariffs.

•Risk related to the geopolitical relationship between the U.S. and China or changes in China’s economic and regulatory landscape, including recent tariff increases and trade tensions.

S-6

Risks Related to Laws and Regulations

•We are subject to rapidly changing and increasingly stringent laws, regulations and contractual requirements related to privacy, data security, and protection of children.

•We are subject to anti-corruption, import/export, government sanction, and similar laws, especially related to our international operations.

•Our ability to use our net operating losses, credits, and certain other tax attributes to offset future taxable income or taxes may be subject to certain limitations.

•Regulatory requirements pertaining to the marketing, advertising, and promotion of our products and services.

•Government regulation of our marketing methods could restrict or prevent our ability to adequately advertise and promote our content, products and services available in certain jurisdictions.

Risks Related to Our Intellectual Property and Potential Liability

•Third parties may obtain and improperly use our intellectual property; and if so, our competitive position may be adversely affected, particularly if we do not, or are unable to, adequately protect our intellectual property rights.

•Third parties may sue us for intellectual property infringement, which may prevent or limit our use of the intellectual property and disrupt our business and could require us to pay significant damage awards.

•Our platform contains open source software.

•Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, damages caused by malicious software, and other losses.

Risks Relating to Our Common Stock and Capital Structure

•We have secured and unsecured indebtedness, which could limit our financial flexibility.

•To service our debt and fund our other obligations and capital requirements, we will require a significant amount of cash, and our ability to generate cash will depend on many factors beyond our control.

•The market price of our common stock is likely to be highly volatile and subject to wide fluctuations, and you may be unable to resell your shares at or above the current price or the price at which you purchased your shares.

•Risk of not being able to raise capital to grow our business or refinance our existing indebtedness, which would jeopardize our financial viability and raise substantial doubt as to our ability to continue as a going concern.

•Risk to trading volume of lack of securities or industry analysts research coverage.

•A material weakness in our internal control over financial reporting and disclosure controls and procedures could, if not remediated, result in material misstatements in our financial statements.

•Maintaining and improvising financial controls and being a public company may strain resources.

•Anti-takeover provisions in our charter documents could make an acquisition of our company more difficult.

•Our bylaws designate Delaware as the exclusive forum for certain disputes.

S-7

•Other risks and uncertainties described in this prospectus supplement, including those set forth under the heading “Risk Factors” and any risk factors described in any amendments to this prospectus supplement and in the documents incorporated by reference herein.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, our actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Except as required by applicable law, we do not undertake any obligation to update any forward-looking statements. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on known results and trends at the time they are made, to anticipate future results or trends.

Except as otherwise required by law, we disclaim any duty to update any forward-looking statements, all of which are qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus. See also “Where You Can Find More Information.”

S-8

MARKET AND INDUSTRY DATA

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus include, and any free writing prospectus we may provide to you in connection with this offering may include, market, demographic and industry data and forecasts related to our business that are based on or derived from sources such as independent industry publications, publicly available information, government data and other information from third parties or that have been compiled or prepared by our management or employees. We do not guarantee the accuracy or completeness of any of this information, and we have not independently verified any of the information provided by third-party sources.

In addition, market, demographic and industry data and forecasts involve estimates, assumptions and other uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus supplement and under similar headings in the documents that are incorporated by reference in this prospectus supplement and the accompanying prospectus. Accordingly, you should not place undue reliance on any of this information.

S-9

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information contained elsewhere in this prospectus supplement and the accompanying prospectus or incorporated by reference in this prospectus supplement and the accompanying prospectus, and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein, including the risks of investing in our securities discussed under the sections titled “Risk Factors” contained in this prospectus supplement and the accompanying prospectus, and the risk factors incorporated by reference herein from our most recent Annual Report on Form 10-K, as may be updated by our subsequent Quarterly Reports on Form 10-Q and other filings we make with the SEC. This summary is qualified in its entirety by the more detailed information appearing elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. Unless the context otherwise indicates, the use of the terms “we,” “our," “us,” “Digital Turbine,” “DT,” or the “Company” refer to the collective businesses and operations of Digital Turbine, Inc. through its operating and wholly-owned subsidiaries.

Digital Turbine, Inc.

Digital Turbine, Inc., through its subsidiaries, is a leading independent mobile growth platform that levels up the landscape for advertisers, publishers, carriers, and device original equipment manufacturers (“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. In addition, our products and solutions provide monetization opportunities for OEMs, carriers, and application (“app” or “apps”) publishers and developers.

Company Information

Our principal executive offices are located at 110 San Antonio Street, Suite 160, Austin, Texas 78701. Our telephone number is (512) 387-7717. Our website is https://www.digitalturbine.com. Information contained on, or that can be accessed through, our website is not a part of, and is not incorporated into, this prospectus supplement and the accompanying prospectus, and the inclusion of our website address in this prospectus supplement and the accompanying prospectus is an inactive textual reference only.

“Digital Turbine”, our logo and our other trademarks, service marks and trade names appearing in this prospectus supplement and the accompanying prospectus are the property of Digital Turbine, Inc. Other trademarks, service marks and trade names appearing in this prospectus supplement and the accompanying prospectus are the property of their respective owners.

S-10

The Offering


Issuer			Digital Turbine, Inc., a Delaware corporation.

Common stock offered by us			Shares of our common stock having an aggregate offering price of up to $150 million.

Shares of common stock outstanding before this offering			108,375,306 shares

Manner of offering			“At-the-market” offering that may be made from time to time through or to RBC Capital Markets, LLC, and Craig-Hallum Capital Group LLC, as sales agents. Under the terms of the Sales Agreement, we also may sell shares to the Sales Agents, as principal for their respective accounts, at a price per share to be agreed upon at the time of sale. If we sell shares to a Sales Agent, acting as principal, we will enter into a separate terms agreement setting forth the terms of such transaction, and we may describe the terms agreement in a separate prospectus supplement or pricing supplement. See “Plan of Distribution” on page S-15.

Use of proceeds			We intend to use the net proceeds from this offering, if any, for repaying debt and, if we are successful in refinancing or amending our existing senior credit facility, we anticipate using the net proceeds received thereafter for general corporate purposes, including working capital, repaying debt, funding capital expenditures and funding the expansion of our business and possible acquisitions. See “Use of Proceeds” on page S-14.

Risk Factors			Investing in our securities involves a high degree of risk. You should carefully consider the information set forth in the sections titled “Risk Factors,” beginning on page S-12 of this prospectus supplement and on page 9 of the accompanying prospectus, and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of factors to consider before deciding to purchase shares of our common stock.

Listing			Our common stock is listed on the Nasdaq Capital Market under the symbol “APPS”.

Transfer Agent and Registrar			The registrar and transfer agent for our common stock is Equiniti Trust Company (formerly American Stock Transfer & Trust Company).

S-11

RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risk factors and all of the other information included in, or incorporated by reference into this prospectus supplement and the accompanying prospectus, including those included in our most recent Annual Report on Form 10-K and, if applicable, in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed subsequently to such Form 10-K that are incorporated herein by reference, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future, in evaluating an investment in our securities. The risks and uncertainties described in these documents are not the only ones we face. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could harm our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks were to occur, our business, financial condition or results of operations could be adversely affected. In that case, the trading price of our securities could decline and you could lose all or part of your investment.

Risks Relating to the Offering

The issuance of shares under the Sales Agreement may be dilutive and there may be future dilution of our common stock.

The issuance of shares of common stock in this offering, as well as the receipt of the expected net proceeds and the use of those proceeds, may have a dilutive effect on our expected net income available to shareholders of common stock per share. The actual amount of dilution cannot be determined at this time and will be based on numerous factors. Additionally, we are not restricted from issuing additional securities in the future, including common stock, securities that are convertible into or exchangeable for, or that represent the right to receive, shares of common stock or any substantially similar securities. The market price of our common stock could decline as a result of issuances or sales of a large number of shares of our common stock in the market after this offering or the perception that such issuances or sales could occur. Additionally, future issuances or sales of a large number of shares of our common stock may be at prices below the offering price of the shares of common stock offered by this prospectus supplement and may adversely impact the market price of our common stock.

The exercise of outstanding stock options, the vesting of outstanding restricted stock units, the vesting of outstanding restricted stock awards, and the vesting of outstanding performance stock units could result in further dilution of your investment.

The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices.

Investors who purchase shares of common stock in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold in this offering. Investors may experience a decline in the value of the shares of common stock they purchase in this offering as a result of sales made at prices lower than the prices they paid.

The net proceeds we receive from this offering will be used for repaying debt and, if we are successful in refinancing or amending our existing senior credit facility, our management will have broad discretion in the use of the net proceeds from this offering and may allocate the net proceeds from this offering in ways that you and other shareholders may not approve.

The net proceeds we receive from the sale of the securities offered hereby will be used for repaying debt. If we are successful in refinancing or amending our existing senior credit facility, our management will have broad discretion in its use of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure of our management to use these funds effectively could harm our business. Pending their use, we may

S-12

invest the net proceeds from this offering in short-term, investment-grade, interest-bearing investments. These investments may not yield a favorable return to our shareholders.

S-13

USE OF PROCEEDS

We will retain broad discretion over the use of the net proceeds to us from the sale of our securities offered hereby. Unless we specify otherwise herein or in the accompanying prospectus, the net proceeds we receive from the sale of the securities offered hereby will be used for repaying debt and, if we are successful in refinancing or amending our existing senior credit facility, we anticipate using the net proceeds received thereafter for general corporate purposes, including working capital, repaying debt, funding capital expenditures and funding the expansion of our business and possible acquisitions.

S-14

PLAN OF DISTRIBUTION

We have entered into a sales agreement, dated August 5, 2025 (the “Sales Agreement”), with each of RBC Capital Markets, LLC and Craig-Hallum Capital Group LLC as the sales agents and as principals, under which we may offer and sell shares of our common stock having an aggregate gross sales price of up to $150 million from time to time through the Sales Agents, acting as our sales agents, or, if applicable, as sales agents acting as principals.

Sales of common stock pursuant to this prospectus supplement and the accompanying prospectus, if any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market” transactions as defined in Rule 415 under the Securities Act, including sales made by means of ordinary brokers’ transactions through the facilities of the Nasdaq Capital Market at market prices, to or through a market maker, through an electronic communications network, in negotiated transactions, in any manner permitted by applicable law, or as otherwise agreed between the applicable Sales Agent and us.

In no event will the aggregate number of shares of our common stock sold under the Sales Agreement through the Sales Agents, each as an agent for us and, if applicable, as principal, have an aggregate gross sales price in excess of $150 million.

None of the Sales Agents is required to sell any specific dollar amount of shares of our common stock, but each will, subject to the terms and conditions of the Sales Agreement, use its commercially reasonable efforts to sell the shares offered as instructed by us.

In connection with the sale of shares of our common stock on our behalf, the Sales Agents may each be deemed to be an “underwriter” within the meaning of the Securities Act, and some or all of the compensation paid to the Sales Agents may be deemed to be underwriting commissions or discounts.

The net proceeds we receive from the sale of our common stock through a Sales Agent on our behalf pursuant to the Sales Agreement or to a Sales Agent acting as a principal will be the gross proceeds received from such sales less the compensation paid to the Sales Agents and any other costs we may incur in issuing and/or selling the shares of our common stock.

We intend to report to the SEC at least quarterly the number of shares of our common stock sold to or through the Sales Agents under the Sales Agreement during the relevant quarterly period and the aggregate net proceeds to us in connection with such sales, together with any other information we reasonably believe is required to comply with the Securities Act and Exchange Act with respect to such sales.

From time to time during the term of the Sales Agreement, and subject to the terms and conditions set forth therein, we may deliver instructions to any of the Sales Agents. Upon receipt of such instructions from us, and subject to the terms and conditions of the Sales Agreement, each Sales Agent has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the amount of shares of our common stock specified in our instructions. The obligation of any Sales Agent under the Sales Agreement to sell shares of our common stock pursuant to our instructions is subject to a number of conditions, which such Sales Agent reserves the right to waive in its sole discretion. We or the relevant Sales Agent may suspend the offering of shares of our common stock at any time upon proper notice to the other, upon which the selling period will immediately terminate. Settlement for sales of shares of our common stock will occur on the second trading day following the date on which the sales were made unless another date shall be agreed to in writing by us and the relevant Sales Agent. We will pay each Sales Agent a commission equal to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement.

Provisions of the Sales Agreement

We have agreed to indemnify the Sales Agents against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Sales Agents may be required to make in respect of those liabilities.

S-15

If a Sales Agent or we have reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied, that party will promptly notify the other and sales of common stock under the Sales Agreement will be suspended until that or other exemptive provisions have been satisfied in the judgment of the Sales Agents and us.

Because there is no minimum offering amount contemplated by the Sales Agreement, commissions and net proceeds to us from the sale of shares of our common stock under this prospectus supplement and the accompanying prospectus, if any, are not determinable at this time. We estimate that the total expenses from this offering payable by us, including among others SEC registration fees, legal fees and accounting fees but excluding compensation payable to the Sales Agents under the Sales Agreement and expense reimbursement payable to the Sales Agents under the terms of the Sales Agreement, will be approximately $600,000.

The offering of shares of our common stock pursuant to the Sales Agreement will terminate upon the earlier of (1) the sale of shares of our common stock subject to the Sales Agreement (including shares sold by us to or through the Sales Agents) and any terms agreement having an aggregate gross sales price of $150 million and (2) with respect to the Sales Agreement or a particular terms agreement, the termination of such agreement by us or by the applicable Sales Agent as permitted therein.

The Sales Agreement also provides that we may sell shares of common stock to a Sales Agent as principal for its own account at a price agreed upon at the time of the sale. If we sell shares of common stock to a Sales Agent as principal, then we will enter into a separate terms agreement with that Sales Agent setting forth the terms of such transaction, and we may describe that terms agreement in a separate prospectus supplement or pricing supplement.

This summary of the material provisions of the Sales Agreement does not purport to be a complete statement of the terms and conditions. A copy of the form of the Sales Agreement is filed as an exhibit to a report filed under the Exchange Act and incorporated by reference in this prospectus supplement. See “Where You Can Find More Information” and “Incorporation by Reference.”

Relationships with Sales Agents

In the ordinary course of their business, certain of the Sales Agents and/or their affiliates have in the past performed, and may continue to perform, investment banking, broker dealer, lending, financial advisory or other services for us for which they have received, or may receive, separate fees. Certain of the Sales Agents and/or their affiliates have acted, and may act, as underwriters and/or initial purchasers with respect to our securities offerings and have received, and may in the future receive, customary fees and expenses in connection therewith. RBC Capital Markets, LLC is engaged as an advisor in connection with the Company’s refinancing of its existing debt facility.

The Sales Agents and their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. In the ordinary course of their business, the Sales Agents and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the Company. The Sales Agents and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions

Other than in the United States, no action has been taken by us or the Sales Agents that would permit a public offering of the securities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus supplement and the accompanying prospectus may not be offered or sold, directly or indirectly, nor may this prospectus supplement and the accompanying prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in

S-16

compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement and the accompanying prospectus come are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

S-17

LISTING OF OUR COMMON STOCK

Our common stock is listed on the Nasdaq Capital Market under the symbol “APPS.” As of August 4, 2025, there were 108,375,306 shares of our common stock outstanding. On August 4, 2025, the last reported sale price of our common stock on the Nasdaq Capital Market was $5.69. As of August 4, 2025, there were 85 holders of record of our common stock.

S-18

LEGAL MATTERS

Jackson Walker L.L.P. Austin, Texas, will pass upon the validity of the shares of common stock offered hereby. The Sales Agents are being represented by Cravath, Swaine & Moore LLP in connection with this offering.

EXPERTS

The consolidated financial statements of Digital Turbine as of March 31, 2025 and 2024 and for each of the three years in the period ended March 31, 2025 and management's assessment of the effectiveness of internal control over financial reporting as of March 31, 2025 incorporated by reference in this prospectus supplement and the accompanying prospectus have been so incorporated in reliance on the report of Grant Thornton LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of such firm as experts in auditing and accounting.

S-19

PROSPECTUS

DIGITAL TURBINE, INC.

Common Stock

Preferred Stock

Debt Securities

Warrants

Units

We may issue securities from time to time in one or more offerings, in amounts, at prices and on terms determined at the time of offering. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus, which will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this prospectus. You should read this prospectus and any applicable prospectus supplement before you invest.

In addition, selling securityholders to be named in a supplement to this prospectus may from time to time offer or sell our securities. To the extent that any selling securityholders resell any of our securities, the selling securityholders may be required to provide you with this prospectus and a prospectus supplement identifying and containing specific information about the selling securityholders and the amount and terms of the securities being offered. Unless the applicable prospectus supplement provides otherwise, we will not receive any of the proceeds from the sale of our securities by selling securityholders.

The securities may be sold directly to you, through agents or through underwriters and dealers. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in a prospectus supplement. The price to the public of those securities and the net proceeds we expect to receive from that sale will also be set forth in a prospectus supplement.

Our common stock, par value $0.0001 per share, is listed on the Nasdaq Capital Market under the symbol “APPS”. On August 4, 2025, the last reported sale price of our common stock on the Nasdaq Capital Market was $5.69 per share. Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange.

Investing in these securities involves risks. Please carefully read the information under the headings “Risk Factors” beginning on page 9 of this prospectus and “Item 1A – Risk Factors” of our most recent Annual Report on Form 10-K and any Quarterly Reports on Form 10-Q filed subsequently to such Form 10-K that are incorporated by reference in this prospectus or under similar heading in any other document that is incorporated by reference in this prospectus and the applicable prospectus supplement before you invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is dated August 5, 2025.

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
INCORPORATION BY REFERENCE			3
FORWARD-LOOKING STATEMENTS			4
PROSPECTUS SUMMARY			8
RISK FACTORS			9
USE OF PROCEEDS			10
DESCRIPTION OF CAPITAL STOCK			11
DESCRIPTION OF DEBT SECURITIES			14
DESCRIPTION OF WARRANTS			22
DESCRIPTION OF UNITS			24
SELLING SECURITYHOLDERS			25
PLAN OF DISTRIBUTION			26
LEGAL MATTERS			29
EXPERTS			29

ABOUT THIS PROSPECTUS

This prospectus is part of an automatic registration statement on Form S-3 that we filed with the Securities and Exchange Commission utilizing a “shelf” registration process as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration process, we or selling securityholders may from time to time sell different types of the securities described in this prospectus in one or more offerings.

This prospectus provides you with a general description of the securities we or selling securityholders may offer. Each time we sell securities, we will provide one or more prospectus supplements that will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any applicable prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by reference to the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading "Where You Can Find More Information."

We have not authorized anyone to provide you with information that is different from that contained, or incorporated by reference, in this prospectus, any applicable prospectus supplement or in any related free writing prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus and any applicable prospectus supplement or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in the applicable prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.

WHERE YOU CAN FIND MORE INFORMATION

Also, using our website, www.digitalturbine.com, you can access electronic copies of documents we file with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information we file with the SEC. Information on our website is not incorporated by reference in this prospectus. Access to those electronic filings is available as soon as practical after filing with the SEC. You may also request a copy of those filings, including exhibits, at no cost by writing or telephoning our principal executive office, which is:

110 San Antonio Street, Suite 160

Austin, Texas 78701

Attn: Investor Relations

(512) 387-7717

This prospectus and any prospectus supplement is part of a registration statement that we have filed with the SEC relating to the securities offered hereby and does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities that we are offering. Forms of any indenture or other documents establishing the terms of the offered securities are filed as exhibits to the registration statement of which this prospectus forms a part or under cover of a Current Report on Form 8-K and incorporated in this prospectus by reference. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. The registration statement, exhibits and schedules are available on the Internet website maintained by the SEC at www.sec.gov.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we have filed with the SEC, which means that we can disclose important information to you by referring you to those publicly-available documents. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated by reference in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (in each case, other than those documents or the portions of those documents furnished pursuant to Items 2.02 or 7.01 of any Current Report on Form 8-K and, except as may be noted in any such Form 8-K, exhibits filed on such form that are related to such information), until the offering of the securities under the registration statement of which this prospectus forms a part is terminated or completed:

•Our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on June 16, 2025;

•Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the SEC on August 5, 2025;

•Our Current Report on Form 8-K filed with the SEC on May 29, 2025;

•The description of our common stock contained in Exhibit 4.3 of our Annual Report on Form 10-K filed with the SEC on June 10, 2021.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus, or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein contain forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. You can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” the negative of such terms, and other similar expressions that are intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to our business.

Risks Specific to our Business

•We have a history of net losses.

•We have a limited operating history for our current portfolio of assets.

•Our operations are global in scope, and we face added business, political, regulatory, legal, operational, financial and economic risks as a result of our international operations.

•Our financial results could vary significantly from quarter-to-quarter and are difficult to predict.

•A significant portion of our revenue is derived from a limited number of wireless carriers and customers.

•The risk of impairment of our goodwill.

•The effects of the current and any future general downturns in the U.S. and the global economy, including financial market disruptions.