Digital Turbine, Inc.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Private Securities Litigation Reform Act of 1995, that involve substantial risks and uncertainties. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “future,” “plan,” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Our operations and financial results are subject to various risks and uncertainties, including but not limited to: those described below and in Item 1A. Risk Factors of this Annual Report, which could harm our business, reputation, financial condition, and results of operations, and adversely affect the trading price of our common stock.

Risks Specific to our Business

•We may not achieve the expected benefits of our transformation program and similar measures we take in the future, and our efforts may adversely affect 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 development and use of artificial intelligence (“AI”) in our business, combined with an uncertain regulatory environment, may adversely affect our business, reputation, financial condition, and results of operations.

•System security risks, data protection breaches, cyber-attacks, and systems integration issues could disrupt our business.

•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.

•The effects of the current and any future general downturns in the United States (“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 and reputation could be impacted by information technology system failures and network disruptions.

•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 developments affecting the financial services industry, including events involving liquidity, defaults, or non-performance, could adversely affect our business, financial condition, and results of operations.

•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, 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.

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-bribery, anti-corruption, and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.

•We are subject to governmental economic sanction requirements and export and import controls that could impair our ability to compete in international markets.

•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 significant 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.

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

•If our goodwill becomes impaired, we may be required to record significant charges to earnings.

•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 improving 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.

•Other risks described in the risk factors in Item 1A of Annual Report under the heading “Risk Factors.”

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 made in this Annual Report. 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.

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 including Digital Turbine USA, Inc., Digital Turbine (EMEA) Ltd., Digital Turbine Singapore Pte. Ltd., Digital Turbine Luxembourg S.a.r.l., GmbH, Digital Turbine Media, Inc. (“DT Media”), Digital Turbine (IL) Ltd., Mobile Posse, Inc., Triapodi Ltd and Triapodi Inc. (collectively, “Appreciate”), AdColony Holding AS (“AdColony”), and DT One App Store, Inc.

All U.S. dollar amounts, except share and per share amounts, in this Annual Report are in thousands.