Digital Turbine, Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Stock-Based Compensation

Stock-Based Compensation

3 Months Ended

Jun. 30, 2026

Share-Based Payment Arrangement [Abstract]

2020 Equity Incentive Plan of Digital Turbine, Inc.

On September 15, 2020, the Company’s stockholders approved the 2020 Equity Incentive Plan of Digital Turbine, Inc. (the “2020 Plan”), pursuant to which the Company may grant equity incentive awards to directors, employees, and other eligible participants. The 2020 Plan became effective on September 15, 2020, and has a term of ten years. A total of 12,000,000 shares of common stock were reserved for grant under the 2020 Plan. The types of awards that may be granted under the 2020 Plan include incentive and non-qualified stock options, stock appreciation rights, restricted stock, and restricted stock units. Stock options may be either incentive stock options, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified stock options.

On August 27, 2024, our stockholders approved an amendment to the 2020 Plan to increase the number of shares of common stock reserved for issuance thereunder by 8,560,000 shares, from 12,000,000 shares to 20,560,000 shares and to make certain other changes. As of June 30, 2026, 1,640,216 shares of common stock were available for issuance as future awards under the 2020 Plan.

Stock Options

Stock options are granted with an exercise price no lower than the fair market value at the grant date. They typically encompass a vesting period of two to three years and a contractual term of ten years. Share-based compensation expense for stock options is recognized on a straight-line basis over the requisite vesting period, determined by the grant-date fair value for the portion of the award expected to vest. The Company employs the Black-Scholes options pricing model to estimate the fair value of its stock options. The Company may issue either new shares or treasury shares upon exercise of these awards.

The following table summarizes stock option activity for the three months ended June 30, 2026:


	Number of Shares	Weighted-Average Exercise Price (per share)		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)




Options outstanding as of March 31, 2026	6,572,910	$	9.02	6.31	$	2,571
Granted	—	—
Exercised	(94,568)	2.97
Forfeited / Expired	(740,099)	6.28
Options outstanding as of June 30, 2026	5,738,243	$	9.47	5.07	$	43,051

Options exercisable as of June 30, 2026	4,831,194	$	10.48	4.42	$	35,033

At June 30, 2026, total unrecognized stock-based compensation expense related to unvested stock options, net of estimated forfeitures, was $2,449, with an expected remaining weighted-average recognition period of 1.79 years.

Restricted Stock

Awards of restricted stock units may be either grants of time-based restricted stock units (“RSUs”) or performance-based restricted stock units (“PSUs”) that are issued at no cost to the recipient. The stock-based compensation expense for these awards is determined using the fair market value of the Company’s common stock on the date of the grant. No capital transaction occurs until the units vest, at which time they are converted to restricted or unrestricted stock. Compensation expense for RSUs with a time condition is recognized on a straight-line basis over the requisite service period. The Company periodically grants PSUs to certain key employees that are subject to the achievement of specified internal performance metrics over a specified performance period. The terms and conditions of the PSUs generally allow for vesting of the awards ranging between forfeiture and up to 200% of target. Stock-based compensation expense for PSUs with a performance condition are recognized on a straight-line basis based on the most likely attainment scenario over the performance period. The most likely attainment scenario is reevaluated each period.

Restricted stock awards (“RSAs”) are awards of common stock that are legally issued and outstanding. RSAs are subject to time-based restrictions on transfer and unvested portions are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restrictions. The stock-based compensation expense for these awards is determined using the fair market value of the Company’s common stock on the date of the grant. The RSAs have time conditions and in some cases, once the stock vests, the individual is restricted from selling the shares of stock for a certain defined period, from three months to one year, depending on the terms of the RSA.

The following table summarizes RSU and RSA activity for the three months ended June 30, 2026:


	Number of Shares	Weighted-Average Grant Date Fair Value




Unvested restricted shares outstanding as of March 31, 2026	3,110,101	$	4.38
Granted	2,877,368	4.11
Vested	(572,273)	5.23
Forfeited	(391,563)	5.00
Unvested restricted shares outstanding as of June 30, 2026	5,023,633	$	4.07

At June 30, 2026, total unrecognized stock-based compensation expense related to RSUs and RSAs was $14,950, with an expected remaining weighted-average recognition period of 2.43 years.

The following table summarizes the PSU activity for the three months ended June 30, 2026:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested performance-based shares outstanding as of March 31, 2026	1,785,737	$	5.62
Granted	—	—
Vested	—	—
Forfeited	(548,165)	3.35
Unvested performance-based shares outstanding as of June 30, 2026	1,237,572	$	6.63

At June 30, 2026, total unrecognized stock-based compensation expense related to PSUs was $1,609, with an expected remaining weighted-average recognition period of 1.58 years.

For RSUs, PSUs and RSAs, the number of shares issued on the date of vesting is generally net of statutory withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. For the three months ended June 30, 2026 and 2025, the Company withheld and retired approximately 45,658 and 37,521shares to satisfy $271 and $144 of employees’ tax obligations respectively. These shares are treated as common stock repurchases in our consolidated financial statements.

Stock-Based Compensation Expense

Stock-based compensation expense for the three months ended June 30, 2026 and 2025, was $2,448 and $6,267, respectively, and was recorded primarily within general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). Stock-based compensation expense excludes the portion capitalized to software development costs related to employees who are directly associated with internal-use software development.