Form 4: Digital Turbine Director Receives Equity Grant
Insider Transaction Report
Digital Turbine, Inc. director Mohan S. Gyani was granted 35,321 shares of restricted common stock as compensation for future services.
Summary
- Mohan S. Gyani, a Director of Digital Turbine, Inc. (APPS), was granted 35,321 shares of restricted common stock.
- The grant was made pursuant to the Issuer's 2020 Equity Incentive Plan.
- These shares serve as compensation for Mr. Gyani's services as a non-employee director for the period from August 1, 2025, through July 31, 2026.
- The shares will vest in four equal quarterly increments on October 31, 2025, January 31, 2026, April 30, 2026, and July 31, 2026.
- An automatic vesting clause is included if Mr. Gyani is not re-elected or nominated for re-election at the annual meeting before the final vesting.
- Following this transaction, Mr. Gyani directly holds 153,825 shares and indirectly holds 373,925 shares through a trust, disclaiming beneficial ownership of the trust-held shares except for his pecuniary interest.
Sentiment
Score: 5
Explanation: The filing reports a routine compensation grant to a director, which is a neutral event and part of standard corporate operations, indicating no significant positive or negative sentiment.
Positives
- The grant aligns director compensation with shareholder interests through equity ownership.
- It demonstrates the company's commitment to retaining experienced board members.
Negatives
- No specific negative aspects are indicated by this routine compensation filing.
Risks
- No specific risks are mentioned in this Form 4 filing, which primarily reports a compensation grant.
Future Outlook
The filing indicates future vesting events for the granted restricted stock through July 31, 2026, aligning with the director's compensation period.
Industry Context
This filing represents a standard practice in corporate governance where non-employee directors receive equity compensation to align their interests with long-term shareholder value, common across various industries, including technology and digital media.
Comparison to Industry Standards
- Granting restricted stock to non-employee directors is a common compensation practice across publicly traded companies, including those in the digital advertising and mobile technology sectors.
- The vesting schedule over approximately one year is typical for director equity grants, often tied to the service period or annual board cycles.
- The inclusion of an accelerated vesting clause upon non-re-election is a standard protective measure for directors, ensuring compensation for services rendered.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Structure | Grant of restricted common stock to a non-employee director under the Issuer's 2020 Equity Incentive Plan, aligning director incentives with long-term company performance. | 08/01/2025 | Reinforces alignment of director interests with shareholder value; standard practice for non-employee director compensation. |
Related Party Transactions
- The grant of restricted stock to Mohan S. Gyani, a Director, constitutes a related party transaction as it involves compensation to a member of the company's board.
Stakeholder Impact
- Shareholders: Director's interests are further aligned with long-term shareholder value through equity ownership.
- Employees: No direct impact on employees is indicated by this filing.
- Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.
Next Steps
- The granted shares will vest in four equal quarterly increments on October 31, 2025, January 31, 2026, April 30, 2026, and July 31, 2026.
Key Dates
| Date | Description |
|---|---|
| 08/01/2025 | Transaction date for the grant of restricted common stock, marking the start of the compensation period for director services. |
| 08/05/2025 | Date the Form 4 was signed and filed. |
| 10/31/2025 | First quarterly vesting date for the granted restricted shares. |
| 01/31/2026 | Second quarterly vesting date for the granted restricted shares. |
| 04/30/2026 | Third quarterly vesting date for the granted restricted shares. |
| 07/31/2026 | Fourth and final quarterly vesting date for the granted restricted shares, also marking the end of the compensation period. |
Keywords
Digital Turbine, APPS, SEC Form 4, Restricted Stock, Equity Grant, Director Compensation, Insider Transaction, Corporate Governance
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