[8-K] Digital Turbine, Inc. Reports Material Event

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Helios Technologies (HLIO) Q2 FY25 10-Q highlights

Revenue: $212.5 m, down 3.4% YoY; six-month sales $408.0 m, -5.5% YoY.
Profitability: Q2 gross profit $67.5 m (31.8% margin vs. 32.1% LY); operating income $21.9 m (-15.8%); net income $11.4 m (-16.2%), diluted EPS $0.34 (vs. $0.41).
Cash & leverage: Operating cash flow rose to $56.0 m (+8%), cash balance $53.0 m vs. $44.1 m YE. Total debt $437.2 m (revolver $141.4 m, term loans $292.9 m) at a 5.7% blended rate; compliant with covenants.
Segment trends: Hydraulics revenue -3% to $140.9 m; Electronics -3.5% to $71.6 m. Segment operating income declined to $25.0 m (Hydraulics) and $5.9 m (Electronics).
Shareholder moves: New $100 m buy-back program; 0.2 m shares repurchased for $6.5 m, leaving $93.5 m authorized. Quarterly dividend maintained at $0.09/share.
Portfolio actions: Assets of Australian subsidiary Custom Fluidpower (assets $41.8 m, liabilities $13.6 m) classified as held for sale; sale expected within 90 days.
Other items: FX gains drove $26.8 m Q2 OCI, trimming accumulated OCI loss to $37.7 m. Interest expense fell to $7.0 m (-18%), helped by swap terminations and lower revolver balance.

Management continues restructuring initiatives (Centers of Excellence, HCEE) and evaluates further European optimization, while monitoring impacts of July 2025 U.S. tax legislation.

Helios Technologies (HLIO) 2025 須岅硠鞐半弰 2攵勱赴 10-Q 欤检殧雮挫毄

毵れ稖: 2鞏� 1,250毵� 雼煬, 鞝勲厔雽€牍� 3.4% 臧愳唽; 6臧滌洈毵れ稖 4鞏� 800毵� 雼煬, 鞝勲厔雽€牍� 5.5% 臧愳唽.
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欤检＜甏€霠� 臁办箻: 鞁犼窚 1鞏� 雼煬鞛愳偓欤� 毵れ瀰頂勲攴鸽灗; 20毵� 欤茧ゼ 650毵� 雼煬鞐� 毵れ瀰, 鞀轨澑鞛旍暋 9,350毵� 雼煬. 攵勱赴氚半嫻旮� 欤茧嫻 0.09雼煬鞙犾.
韽姼韽措Μ鞓� 臁办箻: 順胳＜鞛愴殞靷� Custom Fluidpower鞚� 鞛愳偘(4,180毵� 雼煬), 攵€毂�(1,360毵� 雼煬)毳� 毵り皝鞓堨爼鞙茧 攵勲; 90鞚� 雮� 毵り皝鞓堨儊.
旮绊儉靷暛: 頇橃湪氤€霃欖溂搿� 2攵勱赴旮绊儉韽磩靻愳澋 2,680毵� 雼煬氚滌儩, 雸勳爜 OCI 靻愳嫟 3,770毵� 雼煬搿� 於曥唽. 鞚挫瀽牍勳毄 700毵� 雼煬搿� 18% 臧愳唽, 鞀れ檻膦呺 氚� 毽臣氩� 鞛旍暋臧愳唽鞓來枼.

瓴届榿歆勳潃鞖办垬靹� 靹柬劙(HCEE) 霌� 甑“臁办爼鞚措媹靺旐嫲敫岆ゼ歆€靻嶍晿氅�, 鞙犽熃雮� 於旉皜斓滌爜頇旊ゼ瓴€韱犿晿瓿� 2025雲� 7鞗� 氙戈淡靹鸽矔氤€頇旍潣鞓來枼鞚� 氇媹韯半 欷戩瀰雼堧嫟.

Insights

TL;DR鈥擡arnings down, cash up; guidance absent.

Revenue softness in both Hydraulics and Electronics drove a mid-teens decline in operating and net income. Nevertheless, Helios converted 145% of net income to operating cash, boosting liquidity and funding a modest $6.5 m buy-back. The divestiture of Custom Fluidpower should marginally delever and sharpen APAC focus but removes ~8% of regional sales. Debt remains sizable at 2.5脳 annualized EBITDA (my estimate), yet covenant headroom looks comfortable and interest cost is falling post-swap exit. Lack of forward guidance keeps the outlook opaque; investors will watch for demand stabilization and margin recovery from the new Centers of Excellence.

TL;DR鈥擡nd-market demand still weak; restructuring on track.

Flat to lower volumes across construction, ag and spa end-markets weighed on both divisions. Hydraulics gross margin ticked up 70 bps QoQ due to CoE efficiencies, partially cushioning revenue pressure. Electronics margins slipped on mix and lower volumes. The Australian sale underscores management鈥檚 strategy to simplify the footprint; proceeds (undisclosed) could fund capex or further repo. With backlog not disclosed, visibility remains limited, but restructuring savings and lower FX headwinds should aid H2 comps if demand stabilizes.

Helios Technologies (HLIO) 2025 須岅硠鞐半弰 2攵勱赴 10-Q 欤检殧雮挫毄

毵れ稖: 2鞏� 1,250毵� 雼煬, 鞝勲厔雽€牍� 3.4% 臧愳唽; 6臧滌洈毵れ稖 4鞏� 800毵� 雼煬, 鞝勲厔雽€牍� 5.5% 臧愳唽.
靾橃澋靹�: 2攵勱赴齑濎澊鞚� 6,750毵� 雼煬(毵堨 31.8% vs. 鞝勲厔 32.1%); 鞓侅梾鞚挫澋 2,190毵� 雼煬(-15.8%); 靾滌澊鞚� 1,140毵� 雼煬(-16.2%), 頋劃欤茧嫻靾滌澊鞚� 0.34雼煬(鞝勲厔 0.41雼煬雽€牍�).
順勱笀氚� 攵€毂�: 鞓侅梾順勱笀頋愲 5,600毵� 雼煬搿� 8% 歃濌皜, 順勱笀鞛旍暋 5,300毵� 雼煬(鞝勲厔毵� 4,410毵� 雼煬雽€牍�). 齑� 攵€毂� 4鞏� 3,720毵� 雼煬(毽臣氩� 1鞏� 4,140毵� 雼煬, 鞛リ赴雽€於� 2鞏� 9,290毵� 雼煬)搿� 順柬暕鞚挫瀽鞙� 5.7%; 旮堨湹鞎届爼欷€靾� 欷�.
靷梾攵€氍� 霃欗枼: 鞙犾晻攵€氍� 毵れ稖 1鞏� 4,090毵� 雼煬搿� 3% 臧愳唽; 鞝勳瀽攵€氍� 7,160毵� 雼煬搿� 3.5% 臧愳唽. 臧� 攵€氍� 鞓侅梾鞚挫澋鞚€ 鞙犾晻 2,500毵� 雼煬, 鞝勳瀽 590毵� 雼煬搿� 臧愳唽.
欤检＜甏€霠� 臁办箻: 鞁犼窚 1鞏� 雼煬鞛愳偓欤� 毵れ瀰頂勲攴鸽灗; 20毵� 欤茧ゼ 650毵� 雼煬鞐� 毵れ瀰, 鞀轨澑鞛旍暋 9,350毵� 雼煬. 攵勱赴氚半嫻旮� 欤茧嫻 0.09雼煬鞙犾.
韽姼韽措Μ鞓� 臁办箻: 順胳＜鞛愴殞靷� Custom Fluidpower鞚� 鞛愳偘(4,180毵� 雼煬), 攵€毂�(1,360毵� 雼煬)毳� 毵り皝鞓堨爼鞙茧 攵勲; 90鞚� 雮� 毵り皝鞓堨儊.
旮绊儉靷暛: 頇橃湪氤€霃欖溂搿� 2攵勱赴旮绊儉韽磩靻愳澋 2,680毵� 雼煬氚滌儩, 雸勳爜 OCI 靻愳嫟 3,770毵� 雼煬搿� 於曥唽. 鞚挫瀽牍勳毄 700毵� 雼煬搿� 18% 臧愳唽, 鞀れ檻膦呺 氚� 毽臣氩� 鞛旍暋臧愳唽鞓來枼.

08/05/2025 - 05:27 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported) August 5, 2025

Digital Turbine, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-35958

22-2267658

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)


110 San Antonio Street, Suite 160, Austin, TX 78701						78701
(Address of Principal Executive Offices)						(Zip Code)

(512) 387-7717

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	APPS	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 5, 2025, Digital Turbine, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with RBC Capital Markets, LLC and Craig-Hallum Capital Group LLC, as the Company’s sales agents (each, a “Sales Agent” and collectively, the “Sales Agents”), pursuant to which the Company may offer and sell from time to time through the Sales Agents shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), having an aggregate offering price of up to $150 million (the “Shares”) in such amounts as the Company may specify by notice to either Sales Agent, in accordance with the terms and conditions set forth in the Sales Agreement.

Sales, if any, of the Shares pursuant to the Sales Agreement may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933 (as amended, the “Securities Act”), including sales made directly on the Nasdaq Capital Market, or sales made to or through a market maker other than on an exchange. Under the Sales Agreement, the Company will set the parameters for the sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, limitation on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. The Company is not obligated to sell any Shares under the Sales Agreement and no Sales Agent is required to sell any specific amount of Shares.

The Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S‑3 (File No. 333-289265) which was automatically effective upon filing with the Securities and Exchange Commission on August 5, 2025. The Company filed a prospectus supplement, dated August 5, 2025, with the Securities and Exchange Commission in connection with the offer and sale of the Shares.

The Company may also sell shares of 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 the Company sells shares of Common Stock to any of the Sales Agents, as principal, the Company will enter into a separate terms agreement with such Sales Agent, and, to the extent required by applicable law, the Company will describe the terms agreement in a separate prospectus supplement or pricing supplement.

The Company and each Sales Agent (solely as to itself) may terminate the Sales Agreement upon written notice at any time.

The Sales Agreement contains customary representations, warranties and agreements by the Company, and indemnification rights and obligations of the parties. Under the terms of the Sales Agreement, the Company has agreed to indemnify the Sales Agents against certain specified types of liabilities, including liabilities under the Securities Act, to contribute to payments the Sales Agent may be required to make in respect of these liabilities, and to reimburse the Sales Agents for certain expenses. In the ordinary course of business, the Sales Agents or their respective affiliates from time to time have provided and may in the future provide various investment banking, commercial banking and financial advisory services to the Company and/or its affiliates, for which they have received or may receive customary compensation. RBC Capital Markets, LLC is engaged as an advisor in connection with the Company’s refinancing of its existing debt facility.

As compensation for their services, the Company has agreed to pay the Sales Agents 3% of the gross sales price per share of all Shares sold (other than on a principal basis) under the Sales Agreement.

The Company intends to use the net proceeds from the sale, if any, of the Shares offered in the offering for repaying debt and, if the Company is successful in refinancing or amending its existing senior credit facility, the Company anticipates using the net proceeds for general corporate purposes, including working capital, repaying debt, funding capital expenditures and funding the expansion of our business and possible acquisitions.

The above summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, a copy which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The legal opinion of Jackson Walker L.L.P. relating to the shares of Common Stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
1.1						Sales Agreement, dated August 5, 2025, by and between Digital Turbine, Inc., RBC Capital Markets, LLC and Craig-Hallum Capital Group LLC.
5.1						Opinion of Jackson Walker L.L.P.
23.1						Consent of Jackson Walker L.L.P. (included within the opinion filed as Exhibit 5.1)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: August 5, 2025	Digital Turbine, Inc.
	By:	/s/ Stephen Lasher
		Stephen Lasher
		Chief Financial Officer

Source:

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