Digital Turbine Files 8-K: Agreements, Obligations, and Equity Sales

TL;DR

DT: New deals signed, old ones axed, debt incurred, and stock sold. Big moves happening.

AI Summary

On August 29, 2025, Digital Turbine, Inc. entered into a material definitive agreement and simultaneously terminated another. The company also created a direct financial obligation and reported unregistered sales of equity securities. These events are detailed in their 8-K filing.

Why It Matters

This filing indicates significant corporate actions by Digital Turbine, including new financial commitments and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details multiple material agreements, financial obligations, and equity sales, suggesting significant corporate activity that could carry inherent risks.

Key Players & Entities

• Digital Turbine, Inc. (company) — Registrant
• August 29, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-35958 (identifier) — SEC File Number
• 22-2267658 (identifier) — EIN

FAQ

Key Financial Figures

• $430,000,000 — ans in an aggregate principal amount of $430,000,000 (the "Loans"), all of which were borrow
• $2,687,500 — unt of term loans in an amount equal to $2,687,500 in the aggregate across all three tranc
• $10,000,000 — arter and (ii) minimum liquidity of (A) $10,000,000 from the Closing Date until March 31, 2
• $20,000,000 — osing Date until March 31, 2026 and (B) $20,000,000 from and after April 1, 2026 until the
• $0.0001 — f the Company's common stock, par value $0.0001 per share (the "Common Stock"), to cert
• $4.84 — ugust Holders") at an exercise price of $4.84 per share (the "Exercise Price"), which

Filing Documents

• ef20054891_8k.htm (8-K) — 45KB
• ef20054891_ex4-1.htm (EX-4.1) — 188KB
• ef20054891_ex10-1.htm (EX-10.1) — 1132KB
• ef20054891_ex99-1.htm (EX-99.1) — 45KB
• image00001.jpg (GRAPHIC) — 364KB
• image00002.jpg (GRAPHIC) — 2KB
• image00003.jpg (GRAPHIC) — 440KB
• image00004.jpg (GRAPHIC) — 1KB
• image00005.jpg (GRAPHIC) — 1KB
• image00006.jpg (GRAPHIC) — 1KB
• image00007.jpg (GRAPHIC) — 1KB
• 0001140361-25-033513.txt ( ) — 3419KB
• apps-20250829.xsd (EX-101.SCH) — 4KB
• apps-20250829_lab.xml (EX-101.LAB) — 21KB
• apps-20250829_pre.xml (EX-101.PRE) — 16KB
• ef20054891_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Financing Agreement On August 29, 2025 (the "Closing Date"), Digital Turbine, Inc. (the "Company") and certain other wholly owned subsidiaries of the Company, as guarantors (the "Guarantors"), entered into that certain Financing Agreement (the "Financing Agreement") with Blue Torch Finance LLC, as administrative agent and as collateral agent ("Administrative Agent"), and the lenders from time to time party thereto ("Lenders"), pursuant to which the Lenders made loans and other extensions to the Company under certain term loan credit facilities on the terms and conditions as set forth therein. The Company intends to use substantially all of the proceeds of the borrowings under the Financing Agreement (i) to refinance the Old Credit Facility (as defined below) and other existing indebtedness of the Company, (ii) for general corporate purposes and (iii) to pay fees and expenses associated with the transactions contemplated by the Financing Agreement. The Financing Agreement (i) has a four-year term from the Closing Date and (ii) provides for three separate tranches of term loans in an aggregate principal amount of $430,000,000 (the "Loans"), all of which were borrowed in full by the Company on the Closing Date. The Loans are secured by substantially all of the assets of the Company and the Guarantors, subject to certain exceptions. The Loans accrue interest, at the Company's option, at a term SOFR rate or a reference rate for U.S. dollar borrowings, plus an applicable margin. The applicable margin for Loans accruing interest at the term SOFR rate ranges from 7.50% to 8.00% and ranges from 6.50% to 7.00% for loans accruing interest at the reference rate. The outstanding principal amount of the Loans is subject to scheduled repayment as follows: (i) on the last day of each fiscal quarter until the maturity of the Loans, the Company will repay the outstanding principal amount of term loans in an amount equal to $

02

Item 1.02 Termination of a Material Definitive Agreement. On August 29, 2025, the Company refinanced that certain Amended and Restated Credit Agreement, dated as of April 29, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Closing Date, the "Old Credit Facility"), by and among the Company and certain of its wholly owned subsidiaries as borrowers, certain other wholly owned subsidiaries of the Company as guarantors, the lenders from time to time party thereto and Bank of America, N.A., as the administrative agent, swingline lender and letter of credit issuer. The Old Credit Facility was repaid in full with the proceeds of the Loans provided under the Financing Agreement described in Item 1.01 above and terminated.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The discussion under the heading "Financing Agreement" in Item 1.01 above is incorporated by reference into this Item 2.03.

02

Item 3.02 Unregistered Sales of Equity Securities. The discussion under the heading "Warrants to Purchase Stock" in Item 1.01 above is incorporated by reference into this Item 3.02.

01

Item 7.01 Regulation FD Disclosure. On September 2, 2025, the Company announced its entry into the Financing Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01. The information in this Item 7.01, including Exhibit 99.1 to this report, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section or Sections 11 and 12(a)(2) of the Securities Act. The information contained in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Form of Warrant to Purchase Common Stock. 10.1* Financing Agreement, dated as of August 29, 2025, by and among Digital Turbine, Inc. (the "Company"), each subsidiary of the Company listed as a "Borrower" on the signature pages thereto, each subsidiary of the Company listed as a "Guarantor" on the signature pages thereto, the lenders from time to time party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent for the lenders. 99.1 Press Release issued September 2, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the SEC.

SIGNATURES

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: September 2, 2025 Digital Turbine, Inc. By: /s/ Stephen Lasher Stephen Lasher Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR