数字涡轮公司美国存托股票招股说明书(2025-10-22版)

1,222,418 Shares of Common Stock This prospectus supplement updates, amends and supplements our prospectus dated August 5, 2025. This prospectus supplement relates to up to 1,222,418shares of common stock, par value $0.0001 per share, of Digital Turbine,Inc. that may be offered for sale from time to time by the selling stockholders described in the “Selling Stockholders” section of thisprospectus supplement (the “Selling Stockholders”). The shares of common stock are issuable upon exercise of warrants to purchaseour common stock issued by us to the Selling Stockholders. We are not offering any shares of common stock for sale under this prospectus supplement, and we will not receive anyproceeds from the sale of common stock by the Selling Stockholders. We will receive proceeds from any exercise of warrants ifthe exercise price is paid in cash. Our common stock is listed on the Nasdaq Capital Market under the symbol “APPS.” The last reported sale price of ourcommon stock on October 21, 2025 was $6.68 per share. This prospectus supplement should be read in conjunction with the prospectus. Any statement contained in the prospectus shallbe deemed to be modified or superseded to the extent this prospectus supplement modifies or supersedes such statement. Thisprospectus supplement is not complete without, and may not be delivered or used except in connection with, the prospectus, includingall amendments and supplements thereto. Investing in these securities involves risks. Please carefully read the information under the headings “Risk Factors” beginningon page9of the accompanying prospectus, and “Item1A – Risk Factors” of our most recent Annual Report onForm10-Kandany Quarterly Reports onForm10-Qfiled subsequently to suchForm10-Kthat are incorporated by reference in thisprospectus supplement and the accompanying prospectus or under similar heading in any other document that is incorporatedby reference into, this prospectus supplement and the accompanying prospectus before you invest in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1WHERE YOU CAN FIND MORE INFORMATIONS-2INCORPORATION BY REFERENCES-3SELLING STOCKHOLDERSS-4PLAN OF DISTRIBUTIONS-6LEGAL MATTERSS-9EXPERTSS-9 PROSPECTUS PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION BY REFERENCE3FORWARD-LOOKING STATEMENTS4PROSPECTUS SUMMARY8RISK FACTORS9USE OF PROCEEDS10DESCRIPTION OF CAPITAL STOCK11DESCRIPTION OF DEBT SECURITIES14DESCRIPTION OF WARRANTS22DESCRIPTION OF UNITS24SELLING SECURITYHOLDERS25PLAN OF DISTRIBUTION26LEGAL MATTERS29EXPERTS29 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we have filed with theSecurities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under the shelf registration process, wemay, from time to time, offer and sell any combination of our securities described in the accompanying prospectus in one or moreofferings. This prospectus supplement, which describes certain matters relating to us and the Selling Stockholders, adds to and updatesinformation contained in the prospectus and the documents incorporated by reference herein. We are providing information to youabout this offering by the Selling Stockholders of our common stock in two parts. The first part is this prospectus supplement, whichprovides you with specific information regarding the terms of this offering and our common stock, and also adds to and updatesinformation contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement andthe accompanying prospectus. The second part is the accompanying prospectus, which provides more general information, some ofwhich does not apply to this offering of our common stock. We provide information to you about this offering of shares of our common stock in this prospectus supplement, which describesthe specific details regarding this offering. This prospectus supplement adds to, updates, and changes information contained in theaccompanying prospectus and the information incorporated by reference therein with respect to this offering of our common stock. Tothe extent that any information in this prospectus supplement is inconsistent with the information in the accompanying prospectus orany information incorporated by reference therein, you should rely on the information in this prospectus supplement. If any statementin one of these documents is inconsistent with a statement in another document having a later date—for example, a documentincorporated by reference in this prospectus supplement—the stateme