Exhibit 99.2

DIGITAL TURBINE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On May 25, 2021 (the “Closing Date”), Digital Turbine, Inc., a Delaware corporation (the “Company”), Digital Turbine Media, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“DT Media”), and Digital Turbine Luxembourg S.à r.l., a subsidiary of the Company, completed the initial closing of the acquisition of at least 95% of the outstanding voting shares (the “Majority Fyber Shares”), of Fyber N.V., a public limited liability company registered with the Netherlands Chamber of Commerce Business Register (“Fyber”), pursuant to a Sale and Purchase Agreement between Tennor Holding B.V., Advert Finance B.V., and Lars Windhorst (collectively, the “Seller”), the Company, and DT Luxembourg. The Seller transferred and delivered 400,000,000 shares of the Majority Fyber Shares to DT Media on the Closing Date, and the Seller transferred and delivered another 125,805,997 shares of the Majority Fyber Shares to DT Media in June-July 2021. The remaining outstanding shares in Fyber (the “Minority Fyber Shares”) are to the Company’s knowledge widely held by other shareholders of Fyber (the “Minority Fyber Shareholders”).

The Company acquired Fyber in exchange for an estimated aggregate consideration of up to $600 million, consisting of (i) $150 million in cash, which was subject to adjustments for certain items, approximately $124.3 million of which was paid to the Seller on the Closing Date and the remainder of which will be paid to the Minority Fyber Shareholders for the Minority Fyber Shares pursuant to the tender offer described below, (ii) 3,216,935 newly-issued shares of common stock of the Company issued to the Seller at the closing of the acquisition, (iii) 2,540,364 newly-issued shares of common stock of the Company issued to the Seller in June-July 2021, (iv) an additional 59,289 newly-issued shares of common stock of the Company to be issued to the Seller but subject to a true-up reduction based on increased transaction costs associated with the staggered delivery of the Majority Fyber Shares to the Company, and (v) contingent upon Fyber’s net revenues (determined in accordance with International Financial Reporting Standards), being equal or higher than $100 million for the 12-month earn-out period ending on March 31, 2022, as determined in the manner set forth in the Sale and Purchase Agreement, a certain number of shares of Company common stock, which will be newly-issued to the Seller at the end of the earn-out period, and under certain circumstances, an amount of cash, which value of such shares and cash in aggregate will not exceed $50 million (subject to set-off against certain potential indemnification claims against the Seller). The Company does not anticipate that Fyber will meet the net revenue goal and, thus, estimates that no contingent consideration will be paid.

Pursuant to certain German law on public takeovers, follow the closing, the Company launched a public tender offer to the Minority Fyber Shareholders to acquire from them the Minority Fyber Shares. The tender offer is subject to certain minimum price rules under German law. The timing and the conditions of the tender offer, including the consideration of EUR 0.84 per share offered to the Minority Fyber Shareholders in connection with the tender offer, was determined by the Company pursuant to the applicable Dutch and German takeover laws. The Company anticipates completing the tender offer during the second fiscal quarter 2022.

Fyber is a leading mobile advertising monetization platform empowering global app developers to optimize profitability through quality advertising.  Fyber’s proprietary technology platform and expertise in mediation, real-time bidding, advanced analytics tools, and video combine to deliver publishers and advertisers a highly valuable app monetization solution.

The Company does not anticipate that Fyber will meet the net revenue goal and, thus, estimates that no contingent consideration will be paid. The following unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2021, and the unaudited pro forma condensed combined statements of operations of the Company for the year ended March 31, 2021 are based on the historical consolidated financial statements of the Company and Fyber using the acquisition method of accounting. In addition, the unaudited pro forma financial statements include further the financial statements of AdColony Holding AS (“AdColony”) using the acquisition method of accounting for that acquisition which is further described in the Form 8-K that was filed on May 4, 2021 and the Form 8-K/A that was filed on July 14, 2021.

The transaction accounting adjustments for the acquisition consist of those necessary to account for the acquisitions of both Fyber and AdColony. The unaudited pro forma condensed combined balance sheet as of March 31, 2021 gives effect to the acquisitions as if they had occurred on March 31, 2021 and includes all adjustments necessary to reflect the application of the acquisition accounting to the transactions. The unaudited pro forma condensed combined statements of operations for the year ended March 31, 2021 give effect to the acquisitions as if they had occurred on April 1, 2020 and include all adjustments necessary to reflect the accounting for the transactions.

The unaudited pro forma condensed combined financial statements are presented for informational purposes only, in accordance with Article 11 of Regulation S-X, and are not intended to represent or to be indicative of the income or financial position that the Company would have reported had the acquisitions been completed as of the dates set forth in the unaudited pro forma condensed combined financial statements due to various factors. The unaudited pro forma condensed combined balance sheet does not purport to represent the future financial position of the Company and the unaudited pro forma condensed combined statement of operations does not purport to represent the future results of operations of the Company. Given the comparable fiscal periods differ by one quarter, as permitted by Regulation S-X, the unaudited pro forma condensed combined statements of operations combine Fyber and AdColony’s consolidated statements of operations for the year ended December 31, 2020, with the Company’s consolidated financial statements for the year ended March 31, 2021. The unaudited pro forma condensed combined balance sheet combines Fyber’s and AdColony’s condensed consolidated balance sheet as of December 31, 2020 with the Company’s condensed consolidated balance sheet as of March 31, 2021.

The unaudited pro forma condensed combined financial statements reflect management’s preliminary estimates of the fair value of purchase consideration and the fair values of tangible and intangible assets acquired and liabilities assumed in the acquisitions, with the remaining estimated purchase consideration recorded as goodwill. Independent valuation specialists have conducted an analysis to assist management of the Company in determining the fair value of the assets acquired and liabilities assumed. The Company’s management is responsible for these third-party valuations and appraisals. Since these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of the fair value of purchase consideration and fair values of assets acquired and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used in the pro forma condensed combined financial statements.

These unaudited pro forma condensed combined financial statements should be read in conjunction with the following:

• The accompanying notes to the unaudited pro forma condensed combined financial statements;

• The Company’s historical audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021;

• The Current Report on Form 8-K/A of the Company to which these unaudited pro forma condensed combined financial statements are attached as an exhibit;

• Fyber’s audited consolidated financial statements and notes thereto for the year ended December 31, 2020 and 2019, included in Exhibit 99.1 to the Current Report on Form 8-K/A of the Company; and

• AdColony’s audited consolidated financial statements and notes thereto for the year ended December 31, 2020 and 2019, included in Exhibit 99.1 to the Current Report on Form 8-K/A of the Company filed on July 14, 2021.

Unaudited Pro Forma Combined Balance Sheet

As of March 31, 2021

(in thousands)

Unaudited Pro Forma Combined Statement of Operations

For the Year Ended March 31, 2021

(in thousands)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On May 25, 2021 (the “Closing Date”), Digital Turbine, Inc., a Delaware corporation (the “Company”), Digital Turbine Media, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“DT Media”), and Digital Turbine Luxembourg S.à r.l., a subsidiary of the Company, completed the initial closing of the acquisition of at least 95% of the outstanding voting shares (the “Majority Fyber Shares”), of Fyber N.V., a public limited liability company registered with the Netherlands Chamber of Commerce Business Register (“Fyber”), pursuant to a Sale and Purchase Agreement between Tennor Holding B.V., Advert Finance B.V., and Lars Windhorst (collectively, the “Seller”), the Company, and DT Luxembourg. The Seller transferred and delivered 400,000,000 shares of the Majority Fyber Shares to DT Media on the Closing Date, and the Seller transferred and delivered another 125,805,997 shares of the Majority Fyber Shares to DT Media in June-July 2021. The remaining outstanding shares in Fyber (the “Minority Fyber Shares”) are to the Company’s knowledge widely held by other shareholders of Fyber (the “Minority Fyber Shareholders”).

The Company acquired Fyber in exchange for an estimated aggregate consideration of up to $600 million, consisting of (i) $150 million in cash, which was subject to adjustments for certain items including, approximately $124.3 million of which was paid to the Seller on the Closing Date and the remainder of which will be paid to the Minority Fyber Shareholders for the Minority Fyber Shares pursuant to the tender offer described below, (ii) 3,216,935 newly-issued shares of common stock of the Company issued to the Seller at the closing of the acquisition, (iii) 2,540,364 newly-issued shares of common stock of the Company issued to the Seller in June-July 2021, (iv) an additional 59,289 newly-issued shares of common stock of the Company to be issued to the Seller but subject to a true-up reduction based on increased transaction costs associated with the staggered delivery of the Majority Fyber Shares to the Company, and (v) contingent upon Fyber’s net revenues (determined in accordance with International Financial Reporting Standards) being equal or higher than $100 million for the 12-month earn-out period ending on March 31, 2022, as determined in the manner set forth in the Sale and Purchase Agreement, a certain number of shares of Company common stock, which will be newly-issued to the Seller at the end of the earn-out period, and under certain circumstances, an amount of cash, which value of such shares and cash in aggregate will not exceed $50 million (subject to set-off against certain potential indemnification claims against the Seller). The Company does not anticipate that Fyber will meet the net revenue goal and, thus, estimates that no contingent consideration will be paid.

Pursuant to certain German law on public takeovers, following the closing, the Company launched a public tender offer to the Minority Fyber Shareholders to acquire from them the Minority Fyber Shares. The tender offer is subject to certain minimum price rules under German law. The timing and the conditions of the tender offer, including the consideration of EUR 0.84 per share offered to the Minority Fyber Shareholders in connection with the tender offer, was determined by the Company pursuant to the applicable Dutch and German takeover laws. The Company anticipates completing the tender offer during the second fiscal quarter 2022.

Fyber is a leading mobile advertising monetization platform empowering global app developers to optimize profitability through quality advertising.  Fyber’s proprietary technology platform and expertise in mediation, real-time bidding, advanced analytics tools, and video combine to deliver publishers and advertisers a highly valuable app monetization solution.

Previously, on April 29, 2021 (“Closing Date”), Digital Turbine, Inc. (the “Company”) and Digital Turbine Media, Inc., a wholly-owned subsidiary of the Company (“DT Media”) completed the acquisition of AdColony Holding AS (the “Target” or, together with its subsidiaries, “AdColony”), a company whose primary business activities comprise mobile advertising. In connection with the completion of the acquisition, the Company paid cash of $100 million at closing, which is subject to adjustment for customary closing purchase price adjustments. In addition, the Company will pay $100 million in cash six months after closing and an earn-out estimated to be between $200 million and $225 million based upon the Target achieving certain target net revenue (less associated cost of goods sold, as such term is referenced in the share purchase agreement governing such acquisition) metrics for the twelve-month period ending on December 31, 2021.

The unaudited pro forma condensed combined financial statements have been prepared based on the Company’s, Fyber’s and AdColony’s historical financial information, giving effect to the acquisitions and related adjustments described in these notes to show how the acquisitions might have affected the historical financial statements if they had been completed on April 1, 2020 for the purposes of the condensed combined statements of operations, and as of March 31, 2021 for purposes of the condensed combined balance sheet. Given the comparable fiscal periods differ by one quarter, the unaudited pro forma condensed combined statement of operations combines Fyber’s and AdColony’s respective consolidated statements of operations for the year ended December 31, 2020, with the Company’s consolidated statement of operations for the year ended March 31, 2021. The unaudited pro forma condensed combined balance sheet combines Fyber’s and AdColony’s condensed consolidated balance sheets as of December 31, 2020 with the Company’s condensed consolidated balance sheet as of March 31, 2021. In addition, certain items have been reclassified from Fyber’s and AdColony’s historical financial statements to align them with the Company’s financial statement presentation and accounting policies in accordance with Generally Accepted Accounting Principles in the United States. Fyber and AdColony prepare their respective consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”).

The Company accounts for business combinations in accordance with Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations. The preliminary fair value of purchase consideration for the acquisition has been allocated to the assets acquired and liabilities assumed based on a preliminary valuation of their respective fair values and may change when the final valuation of the assets acquired and liabilities assumed is determined.

Accounting Policies

The accounting policies used in the preparation of this unaudited pro forma condensed combined financial information are those set out in the Company’s audited consolidated financial statements as of and for the year ended March 31, 2021. The Company performed a preliminary review of Fyber’s and AdColony’s accounting policies to determine whether any adjustments were necessary to ensure comparability in the unaudited pro forma condensed combined financial information. The Company identified differences and certain amounts that have been reclassified to conform to the Company’s financial statement presentation, as described below. At this time, the Company is not aware of any other differences that would have a material effect on the unaudited pro forma condensed combined financial information, including any differences in the timing of adoption of new accounting standards. However, the Company will continue to perform its detailed review of Fyber’s and AdColony’s accounting policies and, upon completion of that review, differences may be identified between the accounting policies of the companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.

The following table sets forth a preliminary estimate of the purchase consideration and allocation of the estimated purchase consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of AdColony and Fyber based on their respective December 31, 2020 balance sheet, with the excess recorded as goodwill (in thousands).

The purchase price allocation has been derived from estimates of the fair value of the tangible and intangible assets and liabilities of Fyber and AdColony, using established valuation techniques. Digital Turbine’s judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as the associated asset useful lives, can materially affect the results of operations of the Combined Company. The total purchase price has been allocated on a preliminary basis to identifiable assets acquired and liabilities assumed based upon valuation studies and procedures performed to date. As of the date of this filing, the valuation studies and procedures required to determine the fair value of the assets acquired, liabilities assumed, and the related allocations of purchase price are not complete. The final determination of the fair values of the identifiable tangible and intangible assets acquired and liabilities assumed may differ from the amounts reflected in the preliminary pro forma purchase price allocation, and any differences could be material. Furthermore, the carrying values and, accordingly, fair values of Fyber’s and AdColony’s working capital accounts will differ as of the Transaction date, as compared to the amounts reported as of December 31, 2020. In addition, the purchase price allocation for the Fyber transaction has been accounted for in USD at the consolidated level. Push-down accounting was not utilized for this transaction and, thus no foreign currency translation adjustment has been recognized. Digital Turbine will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the acquisition date.

The following analysis summarizes and provides explanations for the pro forma adjustments included in the unaudited pro forma condensed combined balance sheet presented as of March 31, 2021:

The following table summarizes the estimated fair values of the identifiable intangible assets acquired upon consummation of the Transactions, the estimated useful lives of the identifiable intangible assets, and the amount by which Fyber’s and AdColony’s historical intangible asset balances were adjusted on a pro forma basis to reflect the identifiable intangible assets at their fair value:

Fyber

AdColony

The preliminary estimates of fair value and estimated useful lives, could differ from the amounts ultimately determined upon completion of the valuation analysis, and the difference could have a material effect on the accompanying unaudited pro forma condensed combined financial statements. A change in the valuation of the acquired identifiable intangible assets would result in an offsetting change of the same amount to the amount of goodwill recorded in connection with the Transaction.

The following table shows the calculation of the pro forma transaction accounting adjustments for both Fyber and AdColony (in $000s)

The adjustment to remove anti-dilutive shares gives effect to the fact that a loss has been recognized for the period ended March 31, 2021 on a proforma basis. Accordingly, Digital Turbine’s reported weighted-average dilutive shares were reduced to equal the weighted-average basic shares. 

Interest expense on the new debt was calculated at the most current available variable rate of 1.9%. A change of 1/8 of one percent in the interest rate would change the interest amount by approximately $357 annually.

Fyber has historically prepared and reported its financial information in Euros, its functional currency. However, Digital Turbine’s reporting currency is the US dollar. Accordingly, Fyber’s historical financial information as of December 31, 2020 was translated from Euros into US dollars prior to inclusion in the unaudited pro forma condensed combined balance sheet as of March 31, 2021 and historical financial information for the year ended December 31, 2020 was translated prior to inclusion in the unaudited pro forma condensed combined statement of operations for the year ended March 31, 2021. Information regarding Fyber’s historical financial information both prior to and subsequent to translation, as well as the foreign currency exchange rates at which such information was translated into US dollars, is summarized below:

Unaudited Pro Forma Condensed Combined Balance Sheet – As of December 31, 2020

For purposes of preparing the unaudited pro forma condensed combined balance sheet as of March 31, 2021, Fyber’s audited consolidated statement of financial position (balance sheet) as of December 31, 2020 was translated from Euros into US dollars using the following foreign currency exchange rate in effect at December 31, 2020: €1.00 to $1.23. In addition, the balance sheet has been classified according to the presentation in the unaudited pro forma condensed combined balance sheet. The following table illustrates the impact of translating Fyber’s balance sheet as of December 31, 2020 into US dollars:

Unaudited Pro Forma Condensed Combined Statement of Operations – Year ended December 31, 2020

For purposes of preparing the unaudited pro forma condensed combined statement of operations for the year ended March 31, 2021, Fyber’s audited consolidated statement of loss (statement of operations) for the year ended December 31, 2020 was translated from Euros into US dollars using the following weighted-average foreign currency exchange rate for the year: €1.00 to $1.1467. The following table illustrates the impact of translating Fyber’s audited results of operations for the year ended December 31, 2020 into US dollars: