Digital Turbine Seeks Shareholder Nod for 10.6M Share Equity Plan Boost, Adding Vesting and Director Pay Caps
APPS has more than doubled off its 52-week low of $2.74 on light trading volume (0.4× avg).
Summary
Digital Turbine's proxy seeks approval to add 10.63 million shares to its equity plan, a 52% increase, alongside new minimum vesting rules and director compensation limits. The annual meeting is set for August 25, 2026.
Key Events · Corporate Governance and Compliance · APPS
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Plan Amendment Proposal
Shareholders will vote on increasing the 2020 Equity Incentive Plan share reserve by 10,630,000 shares, from 20,560,000 to 31,190,000 — a 52% increase.
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Dilution Impact
If approved and all new shares are issued, total potential dilution from the plan and outstanding awards would rise to approximately 9.2% of the current 120.9 million shares outstanding.
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New Minimum Vesting Requirement
The amendment introduces a one-year minimum vesting period for equity awards, with limited exceptions for substitute awards, annual director grants, and up to 5% of the plan's share reserve.
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Director Compensation Cap
Annual non-employee director compensation would be capped at $1,000,000 for the Chairman, $750,000 for other directors, and $1,000,000 in the initial appointment year.
Analysis · APPS · Real Estate & Construction
To sustain its equity-based retention and incentive strategy, Digital Turbine is asking shareholders to approve 10.63 million additional shares for its 2020 Equity Incentive Plan — a 52% increase over the current reserve. With only 1.64 million shares remaining and a three-year average burn rate of 5.46%, the company needs the headroom. The proposal also introduces a one-year minimum vesting period for most awards and caps non-employee director pay at $750,000–$1,000,000 annually. If approved, total potential dilution from all outstanding and requested shares would rise to roughly 9.2% of the current float. The vote is scheduled for the August 25 annual meeting.
How filings like this one have moved
In the 30 days to Sep 18, 2026, 29.1% of the 1692 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.38%. These are measured outcomes after filings of this importance, not a forecast for this one.
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At the time of this filing, APPS was trading at $9.95 on NASDAQ in the Real Estate & Construction sector, with a market capitalization of approximately $1.2B. The 52-week trading range was $2.74 to $13.60. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.