apps-20260713

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

DIGITAL TURBINE, INC.

(Name of registrant as specified in its Charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required

o			Fee paid previously with preliminary materials

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

40624818v.3 155583/00019

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 25, 2026

To Our Stockholders:

The Annual Meeting of Stockholders (our “Annual Meeting”) of Digital Turbine, Inc. (the “Company”) will be held on Tuesday, August 25, 2026, at 10:00 a.m., local time, at the Company’s headquarters located at 110 San Antonio Street, Suite 160, Austin, TX 78701, for the following purposes, as more fully described in the accompanying proxy statement for our Annual Meeting (the “Proxy Statement”):

1.To elect the seven director nominees named in the accompanying Proxy Statement to serve on our Board of Directors for a one-year term that expires at our 2027 annual meeting of stockholders;

2.To approve, in a non-binding advisory vote, the compensation of our named executive officers, commonly referred to as “say-on-pay”;

3.To approve, in a non-binding advisory vote, the frequency of future "say-on-pay" advisory votes on executive compensation;

4.To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027;

5.To approve an amendment to our 2020 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder, the provide a minimum vesting requirement for awards, and to place an annual limit on awards to non-employee directors.

6.To transact such other business as may properly come before the meeting and/or any adjournment or postponement thereof.

Only stockholders of record at the close of business on July 1, 2026 are entitled to notice of and to vote at our Annual Meeting. A list of stockholders as of this date will be available during normal business hours for examination at our offices by any stockholder for any purpose relevant to our Annual Meeting for a period of ten days prior to the Annual Meeting.

All stockholders are urged to attend our Annual Meeting in person or vote by proxy. On or about July 13, 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “Annual Report”). The Proxy Statement and the Annual Report can be accessed directly at the following Internet address www.ProxyVote.com.


July 13, 2026			By order of the Board of Directors
Austin, Texas

			William G. Stone III Chief Executive Officer

Important Notice Regarding Availability of Proxy Materials for the

2026 Annual Meeting of Stockholders to be Held on August 25, 2026

Our Notice of Meeting, Proxy Statement, Annual Report on Form 10-K, and Proxy Card

are available on the Internet at: www.ProxyVote.com.


YOUR VOTE IS IMPORTANT All stockholders are invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must follow the instructions from your broker, bank or other nominee.

110 San Antonio Street, Suite 160

Austin, Texas 78701

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 25, 2026

INTRODUCTION

This proxy statement for our Annual Meeting (the “Proxy Statement”) contains information related to the solicitation of proxies by and on behalf of the Board of Directors of Digital Turbine, Inc. (our “Board”) for use in connection with our Annual Meeting of Stockholders to be held on Tuesday, August 25, 2026, beginning at 10:00 a.m., local time, at the Company’s headquarters located at 110 San Antonio Street, Suite 160, Austin, Texas 78701, and at any and all adjournments or postponements thereof (our “Annual Meeting”). At our Annual Meeting, stockholders will be asked to consider and vote upon the following proposals: (1) election of the seven director nominees named herein to serve on our Board of Directors for a one-year term that expires at our 2027 annual meeting of stockholders; (2) approval, in a non-binding advisory vote, of the compensation of our named executive officers, commonly referred to as “say-on-pay”; (3) approval, in a non-binding advisory vote, of the frequency of future say-on-pay advisory votes on executive compensation; (4) ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the fiscal year ending March 31, 2027; (5) approval of an amendment to our 2020 Equity Incentive Plan (as amended, the "2020 Plan") to increase the number of shares of common stock authorized for issuance thereunder (by 10,630,000 shares, from 20,560,000 shares to 31,190,000 shares), to provide a minimum vesting requirements for awards and to place an annual limit on awards to non-employee directors; and (6) the transaction of such other business as may properly come before the meeting and/or any adjournment or postponement thereof.

The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “Annual Report”) is first being mailed on or about July 13, 2026, to stockholders entitled to vote at the Annual Meeting. The Proxy Statement and the Annual Report can be accessed directly at the following Internet address: www.ProxyVote.com. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully. As used in this Proxy Statement, references to “we,” “us,” “our,” “Digital Turbine” and the “Company” refer to Digital Turbine, Inc. and its subsidiaries.

INFORMATION CONCERNING SOLICITATION AND VOTING

Notice of Internet Availability of Proxy Materials

We have elected to furnish our proxy materials, including this Proxy Statement and our Annual Report, primarily via the Internet. The Notice is being provided in accordance with the Securities and Exchange Commission (“SEC”) rules and contains instructions on how to access our proxy materials. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.

Board Recommendation

Our Board recommends that our stockholders vote: FOR the election of the seven director nominees named herein (Proposal 1); FOR the advisory “say-on-pay” proposal (Proposal 2); FOR one year as the preferred frequency for future say-on-pay advisory votes on executive compensation (Proposal 3); FOR the ratification of Grant Thornton as our independent registered public accounting firm for the fiscal year ending March 31, 2027 (Proposal 4); and FOR the approval of an amendment to our 2020 Plan to increase the number of shares of common stock authorized for issuance

thereunder (by 10,630,000 shares, from 20,560,000 shares to 31,190,000 shares), to provide a minimum vesting requirement for awards, and to place an annual limit on awards to non-employee directors (Proposal 5).

Record Date, Outstanding Shares, and Quorum

Only holders of record of our common stock and our preferred stock at the close of business on July 1, 2026 (the “Record Date”) are entitled to notice of and to vote at our Annual Meeting and any adjournments thereof. As of the Record Date, 120,936,038 shares of our common stock and 100,000 shares of our Series A preferred stock (the “Preferred Stock”), which are convertible into 20,000 shares of common stock, were issued and outstanding.

Holders of our common stock are entitled to one vote for each share of common stock held that was issued and outstanding as of the Record Date. Our Preferred Stock is entitled to vote together with our common stock as a single class (on an as-converted-to-common-stock basis) on any matters submitted to the holders of our common stock, together with any other voting rights provided to the Preferred Stock under law or the General Corporation Law of the State of Delaware.

The presence, in person or by proxy, of stockholders holding at least a majority of our outstanding common stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at our Annual Meeting. Your shares will be counted for purposes of determining if there is a quorum, if you: (1) are entitled to vote and you are present at the Annual Meeting; or (2) have voted on the Internet, by telephone or by properly submitting a proxy card or voting instruction form by mail. Broker non-votes and abstentions are counted as present at the meeting for purposes of determining whether a quorum exists. If a quorum is not present at the Annual Meeting, we expect that the meeting will be adjourned or postponed to solicit additional proxies.

How to Vote

The procedures for voting depend on whether your shares are registered in your name or are held by a bank, broker or other nominee. If your shares are registered directly in your name with our transfer agent, you are considered the “stockholder of record” with respect to those shares and we are sending the Notice directly to you to access proxy materials. As a stockholder of record, you have the right to grant your voting proxy directly to us or to vote at the Annual Meeting. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name, and proxy materials are being forwarded to you by your broker, bank or other nominee (who is considered the stockholder of record with respect to those shares). As a beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares if you follow the instructions you receive from your broker, bank or other nominee. You are also invited to attend the Annual Meeting. However, if you are not the stockholder of record, you may not vote at the Annual Meeting unless you request, complete and deliver the proper documentation provided by your broker, bank or other nominee.

Depending on whether you own your shares as a stockholder of record or as a beneficial owner, you may vote by proxy through the Internet, vote by proxy over the telephone, vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time or vote in person at the Annual Meeting as follows:

•Vote By Internet: Until 11:59 p.m. Eastern Time on August 24, 2026, you can vote via the Internet by visiting the website noted on your proxy card. Internet voting is available 24 hours a day. We encourage you to vote via the Internet, as it is the most cost-effective way to vote. Beneficial owners may vote by the Internet if their banks, brokers or nominees make those methods available by following the instructions provided to them with the proxy materials.

•Vote By Telephone: Until 11:59 p.m. Eastern Time on August 24, 2026, you can vote your shares by telephone by calling the toll-free telephone number indicated on your proxy card and following the voice prompt instructions. Telephone voting is available 24 hours a day. Beneficial owners may vote by telephone if their banks, brokers or nominees make those methods available by following the instructions provided to them with the proxy materials.

•Vote By Mail: You can vote your shares by marking, signing, dating and timely returning the proxy card in accordance with the instructions in the proxy card enclosed with the proxy materials that are provided in printed form. Beneficial owners must follow the directions provided by their broker, bank or other nominee in order to direct such broker, bank or other nominee as to how to vote their shares.

•Vote In-Person During the Meeting: You can vote during the meeting by attending in person. If you plan to attend the Annual Meeting and wish to vote in person, you will be given a ballot at the Annual Meeting. You may vote at the Annual Meeting if you are a stockholder of record. In order to vote shares held in “street name” as a beneficial owner, you must contact your broker, bank, or other nominee and

request, complete and deliver the proper documentation provided by your broker, bank or other nominee. Follow the instructions from your broker, bank or other nominee.

Changing or Revoking Proxies

You can revoke your proxy at any time before your shares are voted at the Annual Meeting by (i) sending a written notice of revocation to Corporate Secretary, Digital Turbine, Inc., 110 San Antonio Street, Suite 160, Austin, TX 78701, (ii) submitting by mail another properly completed proxy card dated as of a later date, (iii) granting a subsequent proxy by telephone or through the Internet or (iv) voting in person at the Annual Meeting. Merely attending the Annual Meeting, by itself, will not revoke your proxy. Voting in person at the Annual Meeting will replace any previous votes submitted by proxy. Your most current proxy card or telephone or internet proxy is the one that is counted. All revocations of your proxy must be received prior to the voting of your shares at the Annual Meeting. If the Annual Meeting were to be postponed or adjourned, your proxy would still be valid and will be voted at the postponed or adjourned meeting. You would still be able to revoke your proxy until it is voted. If your shares are held as a beneficial owner, you should follow the instructions provided by your broker, bank or other agent.

Voting Your Shares

If you are a stockholder of record and you do not return a proxy and you do not vote at the Annual Meeting, your shares will not be voted at our Annual Meeting, and if you are not present at the Annual Meeting, your shares will not be counted for purposes of determining whether a quorum exists for the Annual Meeting. All properly completed proxies that we receive via the Internet, telephone or mail, prior to the vote at the Annual Meeting (that have not been revoked) will be voted in accordance with the instructions indicated on the proxies. All properly completed proxies that we receive via the Internet, telephone or mail prior to the vote at the Annual Meeting that do not provide any direction as to how to vote will be voted in accordance with the recommendations of our Board of Directors as follows:

•FOR the director nominees named herein (Proposal 1),

•FOR the advisory Say-on-pay proposal (Proposal 2),

•FOR one year as the preferred frequency for future say-on-pay advisory votes on executive compensation (Proposal 3),

•FOR the ratification of Grant Thornton as our independent registered public accounting firm for the fiscal year ending March 31, 2027 (Proposal 4), and

•FOR the approval of the amendment to our 2020 Plan to increase the number of shares of common stock authorized for issuance thereunder, to provide a minimum vesting requirement for awards and to place an annual limit on awards to non-employee directors (Proposal 5).

The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment. We have not received notice of other matters that may be properly presented for voting at the Annual Meeting.

Votes Required to Approve Each Proposal

The directors will be elected by a “plurality” of the voting power of our common stock and Preferred Stock, voting together as a single class on an as-converted-to-common-stock basis, present in person or by proxy and entitled to vote on such matter (Proposal 1), meaning that each nominee with the greatest number of votes is elected, up to the maximum number of directors to be chosen (in this case, seven directors).

The affirmative vote of a majority of our common stock and Preferred Stock, voting together as a single class on an as-converted-to-common-stock basis, present in person or by proxy at the Annual Meeting and entitled to vote on the particular matter is required for the following remaining matters: to approve the advisory say-on-pay proposal (Proposal 2), to approve a frequency of one year for future say-on-pay advisory votes on executive compensation (Proposal 3), to ratify the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending March 31, 2027 (Proposal 4) and to approve the amendment to our 2020 Plan to increase the number of shares of common stock authorized for issuance thereunder, to provide a minimum vesting requirement for awards and to place an annual limit on awards to non-employee directors (Proposal 5).

Withholding Your Vote, Abstentions, and Broker Non-Votes

In the election of the directors (Proposal 1), you can withhold your vote for any or all of the nominees. Withheld votes will be excluded entirely from the vote and will have no effect on the outcome. With regard to all other proposals, you can vote to “abstain.” If you vote to “abstain,” your shares will be counted as present at the meeting for purposes of determining whether a quorum exists, but for Proposals 2, 3, 4 and 5 such abstention will have the effect of a vote “AGAINST” the proposal.

If you are a beneficial owner and (i) you do not provide your broker or other nominee who holds your shares with voting instructions, or (ii) you do provide a proxy card but you fail to specify your voting instructions on one or more of the issues to be voted upon at our Annual Meeting, under applicable rules, your broker or other nominee may exercise discretionary authority to vote your shares on routine proposals but may not vote your shares on non-routine proposals. A “broker non-vote” occurs when a broker submits a proxy without voting on one or more of the non-routine matters. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote on non-routine matters in order for them to vote your shares so that your vote can be counted on such proposals.

A broker non-vote is considered present at the meeting for purposes of determining whether a quorum exists but is not entitled to vote or counted as a vote cast on any non-routine matter presented at the Annual Meeting. The election of directors (Proposal 1), the advisory say-on-pay proposal (Proposal 2), the frequency on future say-on-pay advisory votes proposed (Proposal 3), and the plan amendment (Proposal 5) are considered to be non-routine matters. Consequently, absent instructions from you, your broker may not vote your shares on these proposals and broker non-votes will neither be counted toward the vote totals nor affect their outcome.

Your broker may vote your shares on the ratification of the appointment of our independent registered public accounting firm (Proposal 4). Accordingly, we do not anticipate there will be any broker non-votes on this proposal.

Proxy Solicitation

We will bear the entire cost of solicitation of proxies from our stockholders, including preparing, assembling, printing, mailing and making available the proxy materials. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock or Preferred Stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to such beneficial owners. In addition, proxies may be solicited by directors, officers, employees or agents of our company in person, by email, by telephone or by other means of communication (electronic or otherwise). No additional compensation will be paid to directors, officers, or other regular employees of ours for such services.

Householding of Proxy Materials

“Householding” is a program, approved by the SEC, which allows companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports or Notices of Internet Availability of Proxy Materials, by delivering only one package of stockholder proxy materials to any household at which two or more stockholders reside. If you and other residents at your mailing address own shares of our common stock in street name, your broker or bank may have notified you that your household will receive only one copy of our proxy materials. Once you have received notice from your broker that they will be “householding” materials to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, or Notice of Internet Availability of Proxy Materials, or if you are receiving multiple copies of the proxy statement, or Notice of Internet Availability of Proxy Materials, and wish to receive only one, please notify your broker if your shares are held in a brokerage account. If you hold shares of our common stock in your own name as a holder of record, “householding” will not apply to your shares.

Other Business; Adjournments

We do not expect that any matter other than the proposals presented in this Proxy Statement will be brought before our Annual Meeting. However, if other matters are properly presented at the Annual Meeting or any adjournment, postponement, or continuation of the Annual Meeting, the persons named as proxies will vote in accordance with their best judgment with respect to those matters.

Adjournments may be made for the purpose of, among other things, soliciting additional proxies.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Information Concerning Current Directors and Nominees

Our Board currently has seven members, all of whose terms expire at our Annual Meeting. Each incumbent director has been nominated for reelection to a one-year term that expires at our 2027 annual meeting. Each of our nominees was nominated based on the assessment of our Nominating and Corporate Governance Committee and our Board that each director has demonstrated:

•an ability to make meaningful contributions to our Board;

•relevant business experience;

•strong communication and analytical skills;

•a reputation for honesty and ethical conduct;

•excellent decision-making ability; and

•good judgment.

Our Board consists of, and seeks to continue to include, persons whose diversity of skills, professional experience and background (including ethnic, gender, sexual orientation and cultural) is complementary to those of our other directors. While management presently has no knowledge that any nominee will refuse or be unable to serve as a director for the prescribed term, the proxy grants the proxy holders the power to vote the proxy for substitute nominees in the event that any nominee becomes unavailable to serve. The current Board members, each of whom is a nominee, are as follows:

Name

Age

Position

Robert Deutschman(1)

Chair of the Board and Nominee

Roy H. Chestnutt(2)

Current Director and Nominee

Holly Hess Groos(3)

Current Director and Nominee

Mohan S. Gyani(4)

Current Director and Nominee

Jeffrey Karish(5)

Current Director and Nominee

Michelle M. Sterling(6)

Current Director and Nominee

William G. Stone III

Chief Executive Officer, Current Director and Nominee

________________________

(1)Member of Audit Committee and Member of Nominating and Corporate Governance Committee

(2)Member of Audit Committee

(3)Chair of Audit Committee

(4)Chair of Nominating and Corporate Governance Committee and Member of Compensation and Human Capital Management Committee (the “Compensation Committee”)

(5)Chair of Compensation Committee

(6)Member of Compensation Committee and Nominating and Corporate Governance Committee

Director Nominees

Robert Deutschman. Mr. Deutschman joined our Board in May 2013 and was appointed Chair of the Board in December 2014. Mr. Deutschman joined American Discovery Capital as a Senior Advisor starting September 2024 where he remains today. Prior to that time, Mr. Deutschman joined Focal Point Partners LLC, an investment bank, as a Managing Director in January 2020, which was acquired by B. Riley Financial in 2022, where he served as Managing Director until September 2024. Mr. Deutschman held various positions with the Cappello Group, Inc., a merchant bank, since 1999, serving as Vice Chairman since 2008. Prior to joining Cappello, Mr. Deutschman was a Managing Director of Saybrook Capital Corp., and a Senior Vice President at Houlihan, Lokey. Mr. Deutschman served as the Vice Chairman of the Board of Directors of Enron Creditors Recovery Corp. (formerly Enron Corp.) from 2004 to 2014, a position he assumed upon Enron’s 2004 emergence from bankruptcy. Mr. Deutschman serves on the boards of several private companies and also serves on the Executive Committee of the WBC (formerly Water Buffalo Club), an organization dedicated to helping kids in need in Los Angeles. He previously served on the boards of MPG Office Trust Inc., a public real estate investment trust, First Bank of Beverly Hills, and the Brookfield DTLA Fund Office Trust Investor, Inc. Mr. Deutschman holds a B.A. from

Haverford College, with honors, and a J.D. from Columbia University School of Law, where he was a Harlan Fiske Stone scholar.

Mr. Deutschman was nominated based on the entirety of his experience and skills, although the Board noted specifically his extensive investment banking and financial experience and background in strategic advising, mergers and acquisitions and capital raising for institutions and private companies.

Roy H. Chestnutt. Mr. Chestnutt joined our Board in June 2018. Since November 2017, Mr. Chestnutt has engaged in providing consulting services. From January 2013 to November 2017, Mr. Chestnutt served as Executive Vice President and Chief Strategy Officer of Verizon Communications Inc. (NYSE: VZ). Mr. Chestnutt was responsible for development and implementation of Verizon’s overall corporate strategy, including business development, joint ventures, strategic investments, acquisitions and divestitures. Before being named to that position, he was Senior Vice President — Corporate Strategy, with responsibility for the formulation and execution of Verizon’s strategic plan addressing new markets, solution areas and services that capitalize on the company’s assets, capabilities and brand across all lines of business. Mr. Chestnutt joined Verizon in 2011 from Motorola Networks where he served as Corporate Vice President of the Americas and helped lead the successful transition of the business unit to new ownership by Nokia Siemens Networks. Previously, Mr. Chestnutt was Chairman and Chief Executive Officer of Grande Communications, a facilities-based, “triple-play” communications provider in Texas. His responsibilities included leading the transition of Grande Communications from startup to a full service, market-driven company, which resulted in the successful sale of the company. Prior to joining Grande, Mr. Chestnutt was the Senior Vice President of National Field Sales and General Business for Sprint-Nextel. From 2000 to 2005, he held positions at Nextel Communications as Regional Vice President of the Southwest in Austin and of the West in the San Francisco Bay Area. Mr. Chestnutt also has general management experience with PrimeCo Personal Communications and AirTouch Cellular. Mr. Chestnutt served as a member of the board of directors of Intelsat, S.A., a satellite telecom network operator until it was sold in 2025. Mr. Chestnutt serves as a member of the board of directors of Telstra, Australia’s leading telecommunications and technology company. He also served on the boards of directors of the international industry association GSMA, Saudi Telecom, Boingo, and is a former chair of the Chief Strategy Officers Group including 25 global strategists from the world’s leading wireless carriers. Mr. Chestnutt holds an MBA from the University of San Francisco, and a B.S. in Business Administration from San Jose State University.

Mr. Chestnutt was nominated based on the entirety of his experience and skills, although the Board noted specifically his broad knowledge of the wireless industry and extensive industry relationships and background in strategic advising.

Holly Hess Groos. Ms. Groos joined our Board in May 2021. Ms. Groos currently serves as a Senior Advisor for AlixPartners’ Performance Improvement, Telecommunications and Media Practices, and she has served in that position since December 2023. She previously served as an external advisor for the Performance Improvement and Telecommunications practices of Bain & Company from April 2020 to December 2023. Prior to joining Bain & Company, from 1990 to March 2020, Ms. Groos held a variety of senior strategic roles at Verizon before retiring. Most recently, she led and accelerated Verizon’s $10BB Business Excellence cash cost reduction initiative by identifying areas to become more efficient and effective, including leveraging opportunities for scale, driving process improvement initiatives and implementing best practices. Her career at Verizon also included serving as Treasurer of Verizon, Chief Financial Officer of Verizon Media (AOL and Yahoo!), Chief Financial Officer of Verizon Wireless and head of Internal Audit for Verizon. She also created and ran an Operational Excellence organization, Verizon Lean Six Sigma, to implement process improvement, transform cost structure and redefine standards of operational excellence. Ms. Groos currently serves as Chairman of the Audit Committee for DIRTT Environmental Solutions (OTCMKTS: DIRTTF). Additionally, she serves as a board member and Vice Chair of the board for Guiding Eyes for the Blind and as a board member for Shy Wolf Sanctuary. Previously she was a board member and Treasurer for the Council for Economic Education. Ms. Groos holds a B.S. in Business Administration from Miami University of Ohio, with a major in accounting. She is a Certified Public Accountant in the State of Ohio. She is also a Lean Six Sigma Black Belt.

The Board appointed Ms. Groos to serve as a director based on the entirety of her experience and skills, including her strategic financial leadership, business operational process experience, and extensive knowledge of the wireless technology industry.

Mohan S. Gyani. Mr. Gyani joined our Board in January 2016. Mr. Gyani has been a private investor since 2005 and sits on the boards of public and private companies. From 2000 to 2003, Mr. Gyani served as President and Chief Executive Officer of AT&T Wireless Mobility Services, Inc., a telecommunications company, and as Senior Advisor to the Chairman and Chief Executive Officer through 2004. From 1995 to 1999, Mr. Gyani was Executive Vice President and Chief Financial Officer of AirTouch Communications, Inc., a wireless telephone service provider. Upon the acquisition of

AirTouch by Vodafone, Mr. Gyani served as Executive Director on the board of Vodafone AirTouch and as its head of strategy and mergers and acquisitions until July 1999. Prior to AirTouch Communications, Mr. Gyani spent 15 years with Pacific Telesis Group, Inc., parent of Pacific Bell, a telecommunications company, where he held various financial and operational positions. Mr. Gyani serves as a member of the board of directors and Chair of the board compensation committee of Synchronoss Technologies, Inc. (NASDAQ: SNCR), a provider of cloud, digital, messaging, and Internet of Things (IoT) platforms, products, and solutions, and a member of the board of directors of Airling, a private company that provides an enterprise grade cloud and edge platform for AI and IoT. Mr. Gyani was formerly a member of the boards of directors of numerous companies, including Blackhawk Network Holdings, Inc. (NASDAQ: HAWK), a provider of prepaid payments products; IDEA Cellular, a wireless service provider; MUFG Union Bank, N.A. and its financial holding company, MUFG Americas Holdings Corporation; and Mobileum Inc., a provider of roaming services and telco big data analytics solutions to mobile network operators in the United States and internationally. Mr. Gyani holds a B.A. and an M.B.A. from San Francisco State University.

Mr. Gyani was nominated based on the entirety of his experience and skills, although the Board noted specifically his broad knowledge of the wireless industry, extensive industry relationships, background in strategic advising, and deep experience serving on public and private company boards.

Jeffrey Karish. Mr. Karish has been a member of our Board since May 2013. Mr. Karish is a member of the leadership team at the Heritage Group, a private holding and investment company with an emphasis on healthcare and medical research. Mr. Karish was the former President of Windsor Media LLC, subsequent to having served as the company’s Executive Vice President and acting General Counsel, with a focus on investing and finance which included private equity funding, early-stage venture capital funding and general investment management. Previously, Mr. Karish was Head of Media Strategy and Corporate Development at Yahoo! with a primary focus in strategic growth initiatives and mergers and acquisitions. Prior to Yahoo!, he was a management consultant at McKinsey & Company and a key member of McKinsey’s West Coast Media and Technology practice. Mr. Karish was formerly a member of the board of Banc of California. Mr. Karish holds a J.D. from Harvard University, an M. Phil. in International Relations from Cambridge University and a B.A. in History from UC Berkeley.

Mr. Karish was nominated based on the entirety of his experience and skills, although the Board noted specifically his extensive management and financial experience and background in strategic advising and mergers and acquisitions for companies.

Michelle M. Sterling. Ms. Sterling joined our Board in June 2019. Since 2020, Ms. Sterling has engaged in Human Resources consulting. From 1994 to 2020 Ms. Sterling served in various capacities at Qualcomm, Inc. (“Qualcomm”) (NASDAQ: QCOM) and had been Executive Vice President and Chief Human Resources Officer at Qualcomm since 2015. Previously, she was SVP, Human Resources at Qualcomm. Throughout her tenure with Qualcomm, Ms. Sterling supported Qualcomm’s strategies in complex transactions including joint ventures and divestitures. Ms. Sterling had direct responsibility for more than 33,000 Qualcomm employees worldwide and served as a member of Qualcomm’s executive committee. Ms. Sterling serves as a member of the board of directors of Coherent Corp. (NYSE: COHR), a vertically integrated manufacturing company that develops, manufactures and markets engineered materials, optoelectronic components and lasers for use in industrial, communications, electronics and instrumentation markets. Ms. Sterling formerly served as a member of the board of directors and Compensation Committee Chair of LeddarTech Holdings Inc. (OTC: LDTCF) and a member of the board of directors of the Corporate Directors Forum. Ms. Sterling holds a B.S. in Business Management from the University of Redlands.

Ms. Sterling was nominated based on the entirety of her experience and skills, although the Board noted specifically her wide-ranging technology experience, knowledge, and understanding of global organizational structures and human capital management.

William G. Stone III. Mr. Stone became our Chief Executive Officer in October 2014 and was appointed to the Board in January 2015, prior to which Mr. Stone had served from November 2013 as President and Chief Operating Officer of the Company. From August 2012 to November 2013, Mr. Stone served as the Chief Executive Officer of the Company’s wholly owned subsidiary, Digital Turbine, Inc. Mr. Stone was previously Senior Vice President of Qualcomm Inc. and President of its subsidiary FLO TV Inc. from 2009 to 2011. Prior to Qualcomm, Mr. Stone was the Chief Executive Officer and President of the smartphone application storefront provider, Handango (acquired by Appia Inc.), from 2007 to 2009. Mr. Stone has extensive global experience in wireless, technology, mobile content, marketing and distribution, having held executive positions at several operators such as Verizon, Vodafone, and AirTouch. Mr. Stone has a B.A. and M.B.A. from Rice University.

Mr. Stone was nominated based on his position as our Chief Executive Officer and his extensive experience in our industry.

Required Vote

Directors are elected by a “plurality” of the voting power of our common stock and Preferred Stock, voting together as a single class on an as-converted-to-common-stock basis, present in person or by proxy and entitled to vote on such matter. Plurality means that each nominee with the greatest number of votes is elected, up to the maximum number of directors to be chosen (in this case, seven directors). Stockholders can either vote “FOR” the nominee or withhold authority to vote for the nominee. However, shares that are withheld will have no effect on the outcome of the election of directors. Broker non-votes also will not have any effect on the outcome of the election of the directors.



THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

BOARD MEETINGS AND COMMITTEES

Board and Committee Meetings and Attendance at Annual Meetings

Our Board currently has seven members. During the 2026 fiscal year, our Board held 16 meetings. During the 2026 fiscal year, each then-director attended, either in person or by electronic means, 75% or more of the aggregate of (i) the total number of meetings of our Board and (ii) the total number of meetings held by all committees of our Board on which such director served. Board members are encouraged, but not required, to attend our annual stockholder meetings. For our 2025 annual meeting of stockholders, seven of our directors then serving on the Board attended.

Committees of the Board of Directors

Our Board has three separately designated committees: our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee, each of which has the power to engage independent legal, financial or other advisors, as it may deem necessary, without consulting or obtaining the approval of our Board or any of our officers. The following table sets forth the current membership of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each committee conducts its business pursuant to a written charter approved by our Board, copies of which are available on our website at https://www.digitalturbine.com under “Company — Investors — Governance — Governance Documents.”

Audit Committee

Compensation and Human
Capital Management Committee

Nominating and Corporate
Governance Committee

Holly Hess Groos *

Jeffrey Karish*

Mohan S. Gyani*

Roy H. Chestnutt

Mohan S. Gyani

Robert Deutschman

Michelle M. Sterling

________________________

*Chair of the committee.

Audit Committee

Our Audit Committee held four meetings during the 2026 fiscal year. The Audit Committee acts pursuant to a written charter adopted by our Board and is primarily responsible for appointment, compensation, retention and oversight of the work for our independent registered public accounting firm, reviewing our financial statements and other relevant financial information, overseeing our internal controls, legal and regulatory compliance, enterprise risk oversight and reviewing any related party transactions. Our Board determined that each of our Audit Committee members is “independent” pursuant to and satisfies the financial literacy requirements of the listing rules of the NASDAQ Stock Market (“NASDAQ”) and SEC rules and regulations, and that each of Ms. Groos and Mr. Deutschman is an “audit committee financial expert” as defined by applicable SEC rules and “financially sophisticated” as defined under the listing rules of NASDAQ.

Compensation and Human Capital Management Committee

Our Compensation Committee held five meetings during the 2026 fiscal year, and is primarily responsible for reviewing and approving our general compensation policies and overseeing and determining both the cash and non-cash compensation levels for our executive officers. Our Compensation Committee also has the authority to administer our Equity Incentive Plans and to make awards under our Equity Incentive Plans. The Compensation Committee has the authority, at the Company’s expense, to obtain advice and seek assistance from internal and external legal, accounting and other advisors and to retain and terminate such advisors on such terms, including compensation, as it determines appropriate. The Compensation Committee has engaged Pearl Meyer to advise on matters including information on trends, recommendations for potential peer companies and analyses of competitive practices and compensation for our executive officers and directors.

All members of the Compensation Committee are “non-employee directors” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are “independent” pursuant to NASDAQ listing rules and SEC rules and regulations.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee held one meeting during the 2026 fiscal year. Our Nominating and Corporate Governance Committee, among other things, annually screens and recommends to the Board qualified candidates for election or appointment to our Board, recommends the number of members of our Board, evaluates and reviews the independence of existing and prospective directors and oversees corporate governance policies and

procedures. The members of the Nominating and Corporate Governance Committee are “independent” directors under NASDAQ listing rules, and SEC rules and regulations.

CORPORATE GOVERNANCE

Board Leadership Structure

Our Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management. Our Bylaws and Corporate Governance Guidelines do not restrict the Board’s ability to combine or separate the positions of Chair and Chief Executive Officer. The roles of Chair of the Board and Chief Executive Officer are held by different individuals. At this time, our Board believes that this structure provides an efficient and effective leadership model for our Company, facilitates efficient and open communication between our directors and management team and helps to involve our other independent Board members in Board activities and decision making.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines, which set forth a flexible framework within which our Board of Directors, assisted by Board committees, direct the affairs of our Company. The guidelines address, among other things, the composition and functions of our board of directors, director independence, compensation of directors, succession planning for our Chief Executive Officer, board committees and selection of new directors. We currently do not believe that a fixed retirement age or term limits for directors is appropriate. The Corporate Governance Guidelines are available on our website at https://www.digitalturbine.com under “Company — Investors — Governance — Governance Documents.”

Role of the Board of Directors in Risk Oversight

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational, in the pursuit and achievement of our strategic objectives. We have designed and implemented processes to manage risk in our operations. Management is principally tasked with direct responsibility for the day-to-day management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company, while our Board of Directors, as a whole and assisted by its committees, has responsibility for the oversight of our risk management framework. One of the responsibilities of our Board is to review and evaluate the process used to assess major risks facing our Company and to periodically review assessments prepared by our senior management of such risks, as well as options for their mitigation. Frequent interaction between our directors and members of senior management assists in this effort. Communications between our Board and senior management regarding long-term strategic planning and short-term operational practices include matters of material risk inherent in our business.

Our Board also plays an active role, as a whole and at the committee level, in overseeing management of our risks. Our entire Board is apprised during each fiscal year of our enterprise risk management efforts. Our Board regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. Our Audit Committee is responsible for overseeing the management of financial and accounting risks. Our Audit Committee also monitors compliance with legal and regulatory requirements and oversees our artificial intelligence ("AI") governance, data privacy and protection matters and cybersecurity risk management processes. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance policies and procedures. Our Compensation Committee is responsible for overseeing the management of risk-taking relating to executive compensation plans and arrangements. While each committee is responsible for the evaluation and management of such risks, our entire Board is regularly informed through committee reports. Our Board and its committees engage outside advisors and experts from time to time to assist in understanding market trends, regulatory changes and our risk environment in general. Our Board believes its current leadership structure supports the risk oversight function of the Board.

Director Independence

Our Nominating and Corporate Governance Committee annually reviews and recommends that the Board determine the independence of each director and nominee for election as a director in accordance with the independence standards set forth in the NASDAQ listing rules and SEC rules and regulations. Based on the NASDAQ listing rules and SEC rules and regulations, a director will only qualify as an independent director if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and otherwise satisfies the NASDAQ listing rules and SEC rules and regulations. Our Board has determined that each of Robert Deutschman, Roy H. Chestnutt, Holly Hess Groos, Mohan S. Gyani, Jeffrey Karish, and Michelle M. Sterling, who collectively constitute a majority of our Board, is independent.

Executive Sessions of Independent Directors

The independent members of our Board meet in executive session, without any employee directors or other members of management in attendance, after each Board and Board Committee meeting (unless circumstances warrant otherwise).

Code of Business and Ethical Conduct

The Board has established a corporate Code of Business and Ethical Conduct which qualifies as a “code of ethics” as defined by Item 406 of Regulation S-K of the Exchange Act and applies to the Company’s principal executive officer, principal financial officer, principal accounting officer and all other officers, directors, and employees. The Code of Business and Ethical Conduct is available on our website at https://www.digitalturbine.com under “Company — Investors — Governance — Governance Documents.” If we amend our Code of Business and Ethical Conduct as it applies to the principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions) or grant a waiver from any provision of the Code of Business and Ethical Conduct to any such person, we will disclose such amendment or waiver on our website at https://www.digitalturbine.com under “Company — Investors — Governance — Governance Documents.”

Insider Trading Policy

We have an insider trading policy that applies to our directors, officers and employees. A copy of our Insider Trading Policy was filed as an exhibit to our Annual Report. The policy prohibits such persons from trading in our common stock while in possession of or on the basis of material non-public information about us. In addition, the policy imposes quarterly blackout trading periods on insiders (generally directors, executive officers and other employees who have access to such quarterly financial information such as members of our finance and accounting teams) around our annual and quarterly earnings announcements and event-specific blackout periods on insiders who have knowledge of event-specific material nonpublic information. Our policy also prohibits directors, officers and employees from trading in the stock of third parties that we have a relationship with if such persons receive material nonpublic information of such third parties.

Under the terms of our insider trading policy, directors, officers and employees may not trade in options, warrants, puts, calls or similar hedging instruments designed to hedge or offset any decrease in market value of our securities, may not sell our securities “short,” and may not hold our securities in margin accounts or pledge our securities except in cases where the individual seeks to pledge our securities as collateral for a loan (not including margin debt) if they can clearly demonstrate the financial capacity to repay the loan without resort to the pledged securities.

Compensation Recoupment Policy

In November 2023, our Compensation Committee adopted a Compensation Recoupment policy in compliance with NASDAQ and SEC rules requiring public companies to recover excess incentive-based compensation from any individual who is or was ever designated an “officer” by our Board of Directors in accordance with Rule 16a-1(f) of the Exchange Act in the event of an accounting restatement. Consistent with the requirements, this policy requires that if we are required to prepare an accounting restatement due to our material noncompliance with financial reporting requirements, we must clawback from covered officers any incentive-based compensation received by them on or after October 2, 2023 and during the applicable covered period (which generally includes the three completed fiscal years prior to the restatement date) that was in excess of what they would have received had their incentive compensation been determined based on the restated amounts.

Director Candidate Nominating Procedures

Our Nominating and Corporate Governance Committee recommends, and our Board of Directors nominates, candidates to be submitted to the stockholders for election as directors. The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests for recommendations (which may include through retained third-party search firms, as well as less formal methods such as personal contacts), committee meetings from time to time to evaluate biographical information and material relating to potential candidates and interviews of candidates by Board members. In identifying and evaluating director candidates and determining whether to nominate any particular candidate, the Nominating and Corporate Governance Committee considers the director candidates’ specific experience, qualifications, attributes and skills. Our Nominating and Corporate Governance Committee and our Board of Directors considers whether non-employee director nominees are independent as defined in the corporate governance listing standards of the NASDAQ and SEC rules and regulations and whether they have a prohibited conflict of interest with our business and the other factors referenced under “Proposal No. 1 — Election of Directors — Information Concerning Current Directors and Nominees.”

Diversity in background and professional skill set are factors that our Nominating and Corporate Governance Committee takes into account in identifying director nominees The Nominating and Corporate Governance Committee believes that differences in professional background, education, skill and other individual qualities and attributes are important because different points of view and varied board member backgrounds and practical experience can contribute to the quality of the Board’s operations and decision-making, and assesses board diversity, among other things, in its periodic assessment of the composition, operation and effectiveness of the Board. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria but does believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will facilitate our Board’s fulfillment of its responsibilities.

Our Nominating and Corporate Governance Committee and our Board of Directors considers director candidates recommended by the directors. After reviewing a potential director’s qualifications, a suitable candidate will be invited to meet with our Chair and other directors to determine if the candidate is a good fit with the rest of our Board of Directors.

Our Nominating and Corporate Governance Committee and our Board of Directors considers director candidates recommended by stockholders who are entitled to vote for the election of directors at an annual meeting of stockholders and who comply with the advance notice procedures for director nominations set forth in our Bylaws and applicable laws, rules and regulations, including those promulgated by the SEC. These procedures require that notice of the director nomination be made in writing and mailed to our Corporate Secretary and such notice must include certain specified information regarding the nominee, the nominating stockholder and such other information set forth in our Bylaws. The notice must be received at our executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. In the case of an annual meeting called for a date more than 50 days prior to the anniversary date, notice must be received not later than the close of business on the 10th day following the date on which notice of the annual meeting date is first mailed to stockholders or made public, whichever occurs first. Recommendations by stockholders that are made in this manner will be evaluated in the same manner as recommendations for other candidates. If our Board determines to nominate a stockholder-recommended candidate, then his or her name will be included in our proxy materials, including our proxy card, for our 2027 annual meeting of stockholders.

Board Evaluation Process

Our Board of Directors and each of our Board committees conducts an annual self-evaluation to assess its performance. Each director participates in these evaluations and our counsel and the Chair of our Nominating and Corporate Governance Committee then review and discuss the results with the full Board. In addition, as part of the process of considering directors for re-election to the Board, individual directors are annually informally evaluated by the Nominating and Corporate Governance Committee on the basis of our needs from a professional and diversity standpoint and directors’ attendance at meetings and their preparedness, participation, candor and overall contribution to the Board, as well as other criteria that the Nominating and Corporate Governance Committee deems appropriate.

Stockholder Communication with Board Members

If a stockholder desires to send a communication to our Board of Directors, any individual director or the non-management directors as a group, the stockholder should send the communication by e-mail by visiting our website (https://www.digitalturbine.com), clicking on “Contact Us” and addressing the communication to the Chair of the Board or by mail addressed as follows:

Digital Turbine, Inc.

100 San Antonio Street, Suite 160

Austin, Texas 78701

Attention: Chair of the Board

The Chair of our Board of Directors will forward the communication to the Board. If a stockholder desires to send a communication to a specific Board member, the stockholder should send the communication to the above address to the attention of the specific Board member.

Human Capital Resources and Culture

We believe the strength of our workforce is critical to our success as we strive to become a more inclusive and diverse technology company. As of March 31, 2026, we employed 620 full-time employees globally, including 281 employees in North America, 282 employees in Europe and the Middle East, 51 employees in Asia Pacific, and 6 employees in Latin America. Our key human capital management objectives are to attract, retain and develop the talent we need to deliver on our commitment to offer and deliver exceptional products and services. Examples of our key programs and initiatives focused on achieving these objectives include:

Total Compensation and Benefits: Our guiding principles are anchored on the goals of being able to attract, incentivize and retain talented employees. We believe in economic security for all employees and have adopted a Living Wage policy. All employees are eligible for performance bonuses. In addition, during 2025 and 2026, substantially all employees receive a new-hire long-term incentive equity grant and an annual long-term incentive equity grant, based on performance. We also provide our employees twelve weeks of paid short-term disability at 100% of base pay, which includes parental leave.

Culture and Values: We have adopted our culture values of Hustle, Results, Accountability, Global, Freedom and Laugh to help create and foster a culture where every employee is empowered, engaged and trusted to be their best at work. We welcome people of different backgrounds, experiences, abilities and perspectives. We embed diverse perspectives in our mindset, products and teams to empower an equitable and culturally fluent environment. Building and continuously fostering this culture within our teams makes us better collaborators, partners and innovators.

We sponsor and support employee-led programs designed to create purposeful action to build a stronger and better-connected team. These programs have helped drive meaningful advancements in on-boarding, cross-functional understanding, a mentoring program and a Digital Turbine Gives campaign where employees volunteer in their local communities on a regular basis.

Health, Safety and Wellness: The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees. We provide our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs. We continue to evolve our programs to meet our employees’ health and wellness needs.

Key Corporate Governance Practices

In addition to the corporate governance practices discussed above in this “Corporate Governance” section of the Proxy Statement, we continue to maintain additional corporate governance standards and practices designed to help create long-term value for our stockholders and positive influences on the governance of the Company. These additional key corporate governance practices include the following:

Annual Board evaluations and commitment to Board refreshment: our Board engages in an annual evaluation and skill set determination process and is committed to a rigorous self-evaluation whereby each director must “earn” his or her annual nomination for election from the Nominating and Corporate Governance Committee.

Annual director elections: all of our directors are subject to evaluation and election by the stockholders on an annual basis, rather than having a classified board of directors.

Diverse Board background: we are proud of the strength of our Board due to the differences in professional background, education, skill and other individual qualities and attributes that can contribute to the quality of the Board's operations and decision-making.

Independent Board Chair: we maintain an independent Board Chair who is separate from the Chief Executive Officer. See discussion above under “Board Leadership Structure.”

Independent Board: all the Board members other than the Chief Executive Officer are independent Board members, meaning 86% of the Board is comprised of independent directors.

Stockholders’ right to call special meetings: under our Bylaws, our stockholders have the right to call special meetings of stockholders.

Stockholders’ right to act by written consent: under our Bylaws, our stockholders have the right to act by written consent.

Stockholders’ right to amend our charter documents: our stockholders retain the right to amend both our certificate of incorporation and Bylaws, and there are no supermajority vote requirements to do so.

No stockholder rights plan: we do not maintain a stockholder's rights plan or a poison pill.

Responsible data privacy governance and responsible advertising: we maintain strong compliance and oversight processes in our collection and use of data and to help ensure responsible advertising on our platforms.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions Policy

Our Related Party Transactions Policy complies with all applicable requirements of the SEC and the NASDAQ concerning related party transactions. Related party transactions will be referred for approval or ratification to our Audit Committee. This review will cover any transaction in which we were or are to be a participant, the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest. In determining whether to approve a related party transaction, our Audit Committee will consider, among other factors, the benefits to the Company, the availability of other sources for comparable products or services, the fairness of the proposed transaction, the direct or indirect nature of the related party’s interest in the transaction, the materiality of the transaction to the related party, the customary (or non-customary) nature of the terms of the transaction, the terms available to unrelated third parties, the appearance of an improper conflict of interest for any related party, taking into account the size of the transaction and the financial position of the related party, whether the transaction would impair an outside director’s independence and the potential violations of other corporate policies.

If we enter into such a related party transaction that has not received approval of the Audit Committee, or a transaction that was not originally such a related party transaction but later becomes a related party transaction, the Audit Committee will review the transaction promptly and may ratify the transaction.

Our Related Party Transactions Policy grants standing pre-approval of certain transactions, including the following: (1) certain employment arrangements of executive officers; (2) any compensation paid to a director that is disclosed in this Proxy Statement; (3) any transaction with another company with which the related party’s only relationship is a director or beneficial owner of less than 10% of that company; (4) any transaction where the related party’s interest arises solely from the ownership of our common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis such as dividends; (5) any transaction involving a related party where the rates or charges involved are determined by competitive bids; (6) any transaction with a related party involving the rendering of services as a common or contract carrier, or public entity, at rates or charges fixed in conformity with law or governmental authority; and (7) any transaction with a related party involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture or similar services.

Since April 1, 2025, there have been no transactions that were required to be reported in this section where the related party policy and procedures did not require review, approval or ratification or where the policy and procedures were not followed.

EXECUTIVE OFFICERS

The following table sets forth certain information regarding our current executive officers as of July 13, 2026:

Name

Age

Position

William G. Stone III

Chief Executive Officer and Director

Michael Akkerman

Chief Business Officer

Joshua Kinsell

Interim Chief Financial Officer and Chief Accounting Officer

Benneaser John

Chief Technology Officer

Biographical information regarding Mr. Stone is set forth above under “Election of Directors (Proposal 1) — Information Concerning Current Directors and Nominees.”

Michael Akkerman. Mr. Akkerman became our Chief Business Officer in June 2024. Prior to joining us, Mr. Akkerman served as General Manager, Advertising (Rider Mobility Ads) for Uber Technologies Inc., a technology platform company that enables movement to different physical locations, from April 2023 until joining the Company. From June 2022 to January 2023, he served as Chief Revenue Officer and Product Consultant for data.ai, a data AI platform company for brands and publishers to optimize mobile and digital performance. He also served from May 2022 to April 2023 as Chief Executive Officer and Principal Consultant for Beach Road Consulting, a commercial strategy and product management consulting company. From December 2019 to May 2022, he served as Chief Product and Strategy Officer for Cardlytics, Inc., a digital advertising and customer data technology platform company. From July 2015 to December 2019, he served as Global Head of Partnerships for Pinterest, Inc., a visual search and discovery platform, positioned at the intersection of search, social, and commerce. Prior to that time, Mr. Akkerman served in various corporate strategy positions for software and technology companies. Mr. Akkerman received a Bachelor’s Degree in Psychology and History from the University of New South Wales.

Joshua Kinsell. Mr. Kinsell became our Chief Accounting Officer in April 2024 and our Interim Chief Financial Officer effective June 1, 2026. From February 2023 until he joined us, Mr. Kinsell served as Chief Accounting Officer of HighRadius Corp., a cloud-based autonomous software company, where he led the finance organization’s accounting operations and finance controllership. From December 2021 to February 2023, Mr. Kinsell served as Chief Accounting Officer of Boomi, LP, a software integration platform company. From March 2020 to December 2021, Mr. Kinsell served as Controller of SailPoint Technologies, Inc., an identity security solutions company. Mr. Kinsell also previously served as a Senior Audit Manager for Deloitte LLP. Mr. Kinsell is a Certified Public Accountant. He received his B.B.A. and Master of Accountancy from Baylor University.

Benneaser John. Mr. John became our Chief Technology Officer in April 2026. Prior to joining us, from March 2024 until April 2026, Mr. John served as Vice President of Engineering at Microsoft AI, where he led the Copilot AI data platform to deliver personalized experiences for global consumer and enterprise partners. From March 2015 until September 2018, Mr. John served as the Chief Technology Officer of AppNexus, the world’s largest independent adtech marketplace, where he led the global technology organization through its acquisition by AT&T in 2018. After AT&T rebranded AppNexus as Xandr, Mr. John served as its Chief Technology Officer from October 2018 until May 2024, architecting the integration of AT&T’s data assets before facilitating the company’s acquisition by Microsoft in 2022. Mr. John received a Ph.D. in Computer Science with a specialization in machine learning and big data mining from Karunya Institute of Technology and Sciences. Mr. John also holds a B.S. in Computer Science and M.S. in Computer Applications from Bharathiar University.

Our executive officers are appointed by, and serve at the discretion of, our Board of Directors and hold office until his or her duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships between any of our directors or executive officers.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis includes a discussion of compensation for the following executive officers during the fiscal year ended March 31, 2026, who are our named executive officers:

•William G. Stone III, Chief Executive Officer ("CEO")

•Michael Akkerman, Chief Business Officer ("CBO")

•Joshua Kinsell, Interim Chief Financial Officer ("CFO") and Chief Accounting Officer ("CAO")

•Stephen A. Lasher, former CFO

•Senthil Kanagaratnam, former Chief Technology Officer ("CTO")

On May 22, 2026, Mr. Lasher resigned from his position with the Company, effective as of May 31, 2026. On May 22, 2026, Mr. Kinsell, the Company’s Chief Accounting Officer, was appointed Interim Chief Financial Officer of the Company, effective as of June 1, 2026. On November 3, 2025, Mr. Kanagaratnam resigned from the Company, effective as of January 31, 2026.

Compensation Philosophy and Objectives

We believe that a strong management team comprised of highly talented individuals in key positions is critical to our ability to deliver sustained growth and profitability, and our executive compensation program is an important tool for attracting and retaining such individuals. We also believe that our most important resource is our people. While to a certain extent we are able to exploit unique assets or proprietary technologies, we depend fundamentally on the skills, energy and dedication of our employees to drive our business. It is only through their constant efforts that we are able to innovate through the creation of new products, to maintain operating efficiencies and to develop and exploit marketing channels. With this in mind, we have consistently sought to employ the most talented, accomplished and energetic people available in the industry. Therefore, we believe it is vital that our named executive officers receive an aggregate compensation package that is both highly competitive with the compensation received by similarly situated executive officers at peer group companies and also reflective of each individual named executive officer’s contributions to our success on both a long-term and short-term basis.

We seek to have compensation programs for our named executive officers that are intended to achieve a variety of goals, including, but not limited to:

•attracting and retaining talented and experienced executives;

•motivating and fairly rewarding executives whose knowledge, skills and performance are critical to our success;

•providing fair and competitive compensation; and

•supporting stockholder value.

Administration and Process

Our executive compensation program is administered by our Compensation Committee. Historically, base salary, annual bonus structure and long-term equity compensation of our executive officers have been governed by the terms of their individual employment agreements. Our Compensation Committee conducts an annual review of our executive compensation program and designs, maintains and oversees its implementation to align the interests of our named executive officers with our stockholders’ interests by rewarding performance that is tied to creating stockholder value; and to provide a total compensation package for each of our named executive officers that we believe is competitive and necessary to attract and retain talent. As part of this, the Compensation Committee establishes milestone performance levels for incentive bonuses that take into account a number of factors that are designed to further these executive compensation objectives, including our performance, the compensation received by similarly situated executive officers, and the conditions of the markets in which we operate.

In determining executive compensation for fiscal year 2026, the Compensation Committee’s goal was to reward the named executive officers for their respective responsibilities and Company-wide and individual performance. We believe that this policy is intended to help the Company maintain compensation practices that are competitive with those in

the industry. Our Chief Executive Officer may also assist by making recommendations to the Compensation Committee specific to determining compensation for the other named executive officers.

We accomplish these objectives by providing a total compensation package that includes three main elements discussed in more detail below: base salary, annual performance-based and time-based cash awards and long-term equity and equity-based awards.

Elements of Executive Officer Compensation

Overview. The compensation packages for our senior executives have both performance-based and non-performance-based elements. Total compensation paid to our executive officers is divided among three principal components. Base salary is generally fixed and does not vary based on our financial and other performance. Other components, such as annual cash bonuses and equity or equity-based awards, are variable and dependent upon our financial and market performance and individual performance. In addition, we may provide long-term cash compensation rather than, or in addition to, equity compensation in the event that equity compensation is too dilutive to our stockholders. Our policy generally is to emphasize long-term equity awards over short-term cash bonuses, as the long-term awards are intended to align with goals such as Company performance and total stockholder return and to create an incentive to build stockholder value over the long-term and more closely align the interest of our named executive officers to those of our stockholders. In the case of equity or equity-based awards, the value is dependent upon our future stock price and, accordingly, such awards are intended to reward the named executive officers for favorable Company-wide performance and incentivize them to create additional stockholder value.

Our Compensation Committee reviews total compensation packages to see if it and its elements generally fall in line with peer companies and also looks at overall market data. In fiscal year 2026, the Compensation Committee engaged Pearl Meyer, a compensation consultant, to provide input, analysis and consultation to the Compensation Committee regarding our compensation plans and programs and for background information as to general compensation levels, including base salary, annual cash incentives and long-term equity and equity-based incentive compensation, currently being offered in our industry as well as board compensation levels. For further information about the compensation consultant and its services, see “Role of Compensation Consultant” directly below.

Role of Compensation Consultant. During fiscal year 2026, the Compensation Committee engaged a professional compensation consultant, Pearl Meyer, an industry leading global human resources consulting firm, to provide input, analysis and consultation to the Compensation Committee regarding our compensation plans and programs and assist the Compensation Committee in (i) reviewing and analyzing compensation of the chief executive officer, chief financial officer, chief business officer, chief accounting officer and chief technology officer and (ii) reviewing and analyzing market data related to such executive officers’ base salaries and total cash and direct compensation, including short-term and long-term incentive awards. Pearl Meyer has advised the Compensation Committee since fiscal year 2020. Pearl Meyer reports directly to the Compensation Committee. Prior to such engagement, Pearl Meyer did not provide any services to the Company or its management other than those provided to the Compensation Committee. The Compensation Committee considered factors relevant to Pearl Meyer’s independence, such as other services provided by and fees paid to Pearl Meyer and concluded that no conflict of interest exists with respect to its engagement of Pearl Meyer.

The Compensation Committee reviewed executive remuneration survey data provided by Pearl Meyer of primarily tech companies that experienced revenue similar to the Company in 2026 and with market capitalization similar to the Company.

Competitive Benchmarking. The Compensation Committee compares total compensation opportunities to competitive benchmarks when setting pay levels for the named executive officers. The Compensation Committee had Pearl Meyer perform a peer group market survey based on data obtained from a peer group of publicly traded companies.

The companies in this compensation peer group were selected on the basis of their similarity to the Company in terms of industry, talent competitors and financial characteristics, with priority given to the following criteria:

•Market share competitors or companies in similar industry in the media and entertainment and software services sector, with priority to software development and digital media/advertising companies;

•Similar size, approximately 0.5x – 2.5x of the Company, as measured by revenue, market capitalization, analyst forecast revenues and analyst forecast earnings before interest, taxes and depreciation and expense ("EBITDA"); and

•Companies headquartered in the United States.

After review of the compensation consultant’s recommendations, the Compensation Committee selected the 2026 peer group by removing Cardlytics, Inc., Outbrain Inc. (now Teads Holding Co.), System1, Inc. and Upland Software, Inc. due to their relative scale, and added 8x8, Inc., Criteo S.A., Ibotta, Inc., Rimini Street, Inc., Riskified Ltd. and Xperi Inc. given their greater similarity to the Company.

The 15 companies included in our 2026 peer group are listed below:

8x8, Inc

Criteo S. A.

Domo, Inc.

Entravision Communications Corporation

EverQuote, Inc.

Ibotta, Inc.

MediaAlpha, Inc.

PubMatic, Inc.

QuinStreet, Inc.

Rimini Street, Inc.

Riskified, Ltd.

Thryv Holdings, Inc.

Viant Technology Inc.

Xperi Inc.

Yext, Inc.

The Compensation Committee generally reviews our peer group annually and makes adjustments to its composition, when appropriate, to reflect changes in both our business and the businesses of the companies in the peer group.

Base Salary. We pay our executives a base salary pursuant to the terms of employment arrangements, which are all at-will arrangements without a definite term. We believe that a competitive base salary is a necessary element of any compensation program. Base salaries are established, in part, based on the executive’s individual position, responsibility, experience, skills, historic salary levels and the executive’s performance during the prior year. We also consider our overall business outlook, our budget, internal pay equity and seek over a period of years to align base compensation levels comparable to our competitors and other companies similarly situated. We do not view base salaries as primarily serving our objective of paying for performance.


Named Executive Officer	FY 2025 Base Salary		Increase		FY 2026 Base Salary

William Stone	$	650,000	$	—	$	650,000

Michael Akkerman	410,000		40,000		450,000

Joshua Kinsell	300,000		15,000		315,000

Stephen Lasher	450,000		—		450,000

Senthil Kanagaratnam	450,000		—		450,000

The annual salary for Mr. Akkerman for fiscal year 2026 was increased from $410,000 to $450,000 due to performance, to further align with the median set forth in the peer group market survey data and for pay equity purposes. The annual salary for Mr. Kinsell for fiscal year 2026 was increased from $300,000 to $315,000 primarily for merit purposes. Mr. Kinsell’s annual salary was increased from $315,000 to $350,000 for fiscal year 2027 in connection with a review of his compensation as Chief Accounting Officer in comparison to similar roles at peer companies. In addition, in connection with his appointment as Interim Chief Financial Officer, Mr. Kinsell's base salary will increase by $10,000 per month for the period of time he serves as Interim Chief Financial Officer.

We believe that our salary levels are sufficient to retain our existing executive officers and hire new executive officers when and as required. Our Compensation Committee may however increase base salaries of our executive officers from time to time in its discretion based on its assessment of market compensation, individual performance, retention, assuming new or additional responsibilities, overall business outlook, our budget, internal pay equity and other factors our Compensation Committee deems relevant.

Annual Performance Incentives. Consistent with our emphasis on pay-for-performance incentive compensation programs, our executives are eligible to receive annual cash incentives based primarily on both Company performance and individual performance during the fiscal year. Historically, for our senior executive officers (CEO, CFO, CBO, CTO) factors given considerable weight in establishing incentive performance criteria are revenues and non-GAAP adjusted EBITDA ("adjusted EBITDA"). Revenues represent our net revenue reported within our consolidated financial statements and adjusted EBITDA is defined as GAAP net earnings or loss excluding various cash and non-cash expenses, including: stock-based compensation expense, depreciation and amortization, net interest income (expense), net other income (expense), business transformation costs, foreign exchange transaction gains (losses), income tax (benefit) provision, transaction-related expenses, contract settlement fees, changes in fair value of contingent consideration, impairment of goodwill, severance costs, (gain)/loss on extinguishment of debt, amortization of debt discount, issuance costs, and exit and duration fees, and unrealized (gain)/loss on derivatives. Our Compensation Committee utilizes the adjusted EBITDA amounts publicly reported by the Company. Our Compensation Committee utilizes revenue and adjusted EBITDA as

performance metrics because it believes these measures best align executive incentives with the Company’s strategic priorities and stockholder return by encouraging durable revenue, improved operating performance, and stronger cash flow. For our CAO, annual performance bonus is based primarily on both Company performance and individual performance. We do not disclose the specific annual incentive performance targets for revenue and adjusted EBITDA for competitive reasons.

Pursuant to Mr. Stone’s employment agreement, Mr. Stone is eligible to receive annual cash incentives by attainment of revenue and earnings (adjusted EBITDA) goals set by our Compensation Committee, and a discretionary component. The objective goals will have three increasingly higher levels of revenue and earnings (adjusted EBITDA). Depending on incentive goals achievement, the annual cash incentive payment percentages will equal 50% (threshold), 100% (target) and 200% (stretch) of Mr. Stone’s annual incentive target, which incentive target is 150% of base salary ($650,000 base salary for fiscal year 2026, so a $975,000 incentive target for fiscal year 2026) based on the level of goal achievement. The revenue and earnings (adjusted EBITDA) goals each represent 40% of the total incentive opportunity, while the remaining 20% of the incentive opportunity is in the sole discretion of the Compensation Committee based on exceptional Company performance, individual performance and other factors the Compensation Committee deems appropriate, capped at the highest incentive tier earned on the performance goals. The Compensation Committee retains discretion to award a pro-rated amount of any applicable incentive based on partial achievement. For fiscal year 2026, based on the extent of achievement of the Company's revenue and earnings (adjusted EBITDA) goals for fiscal year 2026, Mr. Stone was paid annual incentive compensation of $1,111,159, which included a discretionary bonus of $236,486. Mr. Stone's discretionary bonus was based on successfully exceeding the fiscal year 2026 performance targets, achievement of other Company objectives and individual performance.

For the other senior executives (Mr. Lasher and Mr. Akkerman and, beginning in fiscal year 2027, Mr. Kinsell and Mr. John), we provide an annual incentive substantially similar in structure to Mr. Stone, but each executive's target is 100% of base salary and the weighting of the performance objectives differ depending on role. For the CFO, the revenue and earnings (adjusted EBITDA) goals represent 30% and 50%, respectively, of the total incentive opportunity, and for the CBO and CTO, the revenue and earnings (adjusted EBITDA) goals each represent 40% of the total incentive opportunity. The remaining 20% of the incentive opportunity for each executive is in the sole discretion of the Compensation Committee based on exceptional Company performance, individual performance, and other factors the Compensation Committee deems appropriate (in each case with input from the CEO), capped at the highest incentive tier earned on the performance goals. The Compensation Committee retains discretion to award a pro-rated amount of any applicable incentive based on partial achievement. For fiscal year 2026, based on the extent of achievement of the Company's revenue and adjusted EBITDA goals for fiscal year 2026, Mr. Lasher and Mr. Akkerman were paid annual incentive compensation of $521,066 and $512,843 respectively, which included discretionary bonuses of $109,148 each. These discretionary bonuses were based on successfully exceeding the fiscal year 2026 performance targets, achievement of other Company objectives and their individual performance.

Mr. Kanagaratnam departed the Company during the fiscal year and therefore was not eligible for a fiscal year 2026 annual incentive compensation.

In fiscal year 2026, Mr. Kinsell was entitled to an annual cash incentive bonus within the company-wide bonus program which was based primarily on both Company performance and individual performance. Generally, the Company sets a bonus target for the CAO (for fiscal year 2026, 40% of annual base salary for Mr. Kinsell) and considers Company performance, particularly revenues and earnings (adjusted EBITDA). In addition, such target percentage can be modified based on performance of the executive’s area of responsibility and individual performance, and other factors the Compensation Committee deems relevant to such annual cash incentive determination. The Company has an annual company-wide bonus plan in which the CAO participates and the bonus plan is funded based on Company performance, particularly revenue and adjusted EBITDA performance. As and to the extent the bonus plan is funded for a particular year, the individual amount paid to the CAO is determined based on the criteria discussed above. For fiscal year 2026, based on the extent of achievement of the Company's performance goals (revenue and adjusted EBITDA), the Company-wide bonus plan was funded. Mr Kinsell was paid an annual incentive of $248,548. In addition, prior to his appointment as Interim Chief Financial Officer, in July 2025, the Compensation Committee approved a retention cash bonus for Mr. Kinsell of $100,000, to be paid in two equal installments of $50,000 each, the first installment on the six-month anniversary of such approval date and the second installment on the one-year anniversary of such approval date, so long as Mr. Kinsell continues to be employed by the Company at the time of such payment.

For the executives, if any extraordinary event occurs during the period, such as a merger or recapitalization, the Board may revise the performance goals after discussion with the executive to preserve the original incentive structure and degree of achievement.

Other. See “Summary Compensation Table” for details on cash incentives earned by our named executive officers.

Fiscal year 2027. Looking to fiscal year 2027, the Compensation Committee intends to utilize the same or similar criteria as described above for fiscal year 2026 in determining annual incentive compensation for our named executive officers. Mr. Kinsell's annual incentive compensation for fiscal year 2027 will be based on the criteria described above for the CEO, CFO, CBO and CTO, with an annual incentive target equal to 45% of his base salary and, for the period of Mr. Kinsell's service as Interim Chief Financial Officer, an annual incentive target of 100% of his base salary. Mr. Stone agreed that, notwithstanding any provision to the contrary in his employment agreement, the Board and the Compensation Committee may set the threshold, target and stretch percentages for annual incentive compensation, along with the percentage allocation of the performance goals’ impact on annual incentive compensation, in their discretion.

In addition, for fiscal year 2027, on May 25, 2026, the Compensation Committee approved a cash incentive bonus program for Mr. Akkerman pursuant to which Mr. Akkerman would be paid a cash incentive of up to $1,000,000 as follows: up to 40% ($400,000) payable upon the Company's achievement of a first half of fiscal year 2027 adjusted EBITDA target and up to 60% ($600,000) payable upon the Company's achievement of a fiscal year 2027 adjusted EBITDA target, provided that Mr. Akkerman is still employed as of the six-month and twelve-month anniversaries, respectively, of the May 25, 2026 approval date. The Compensation Committee approved such program for retention purposes, in light of Mr. Akkerman’s impact on the operations and revenue growth of the Company. The Compensation Committee decided to utilize adjusted EBITDA as the performance goal for purposes of payout of the incentive compensation (versus a time-based payout) in order to align the incentive with the Company’s strategic priorities and stockholder return.

The Compensation Committee may utilize other or different performance measures in assessing the performance of our named executive officers in determining annual incentive compensation. In addition, the Compensation Committee may increase or decrease the annual incentive target percentages of base salary, performance goal achievement thresholds, goal achievement payout percentages and allocation of performance goal percentage contributions for the annual incentive opportunity for the named executive officers. In addition, the Compensation Committee has the discretion to award discretionary bonuses to our named executive officers in addition to the annual incentive awards programs described above or otherwise during the fiscal year based on individual performance, achievement of goals or milestones, assuming new or additional responsibilities, retention or other factors the Compensation Committee deems relevant.

Equity and Equity-Based Compensation. We believe that equity or equity-based compensation is an important long-term incentive for our executive officers and other employees and generally align officer and employee interest with that of our stockholders. They are intended to further our emphasis on pay-for-performance.

Pursuant to Mr. Stone’s employment agreement, he is eligible to receive long term incentive (“LTI”) equity grants each fiscal year for a number of shares that is within the sole discretion of the Compensation Committee. Each annual LTI grant is to consist of time vesting and performance-vesting awards. Time vesting LTI awards that have not vested prior to any termination of the executive’s employment will terminate. Performance vesting LTI restricted stock units (“PSUs”) are to be contingent on achievement of three-year revenue and adjusted EBITDA goals, based on increasingly higher levels of attainment established by the Compensation Committee. Our Compensation Committee utilizes revenue and adjusted EBITDA as performance metrics because it believes these measures best align executive incentives with the Company’s strategic priorities and stockholder return by encouraging durable revenue, improved operating performance, and stronger cash flow. Any PSUs will be earned on the third anniversary of the grant date (and following Compensation Committee certification of the performance-based results), based on performance attainment, provided the executive is employed through such date. Except in connection with a termination without cause or for good reason, if the executive’s employment with the Company terminates prior to the third anniversary of the applicable grant date, PSUs will not vest and will terminate immediately upon such termination of employment. Any PSUs will be subject to a negative discretion clawback up to two years after the vesting date in connection with adverse financial restatements or certain actions constituting cause. During such two-year period any underlying shares are subject to a lock up. For competitive purposes, the Company does not disclose the threshold, target or stretch attainment levels of our revenue or adjusted EBITDA targets relating to our long-term incentive compensation awards.

For the other senior executives, we generally grant LTI equity awards on terms substantially similar in structure to Mr. Stone, historically with the exception of the CAO, who has been granted LTI equity awards more consistent with the general employee population (which takes into account responsibility, annual base salary and performance).

Fiscal Year 2026 Awards. Historically we have annually granted performance vesting LTI restricted stock units (“PSUs”) and time-based equity awards as part of our regular executive compensation program to incentivize management to achieve or exceed expected performance and align executive interests with the shareholders. In fiscal year 2026, the

Compensation Committee approved equity awards in the form of PSUs and stock options to reinforce performance expectations and align executive rewards with shareholder interests. Under the plan design, 50% of the award value was based on the PSU component (assuming maximum performance achievement) and 50% of the award value was based on stock options. PSUs are contingent on achievement of three-year revenue and adjusted EBITDA goals. If any extraordinary event occurs during the three-year period, such as a merger or recapitalization, the Board may revise the performance goals after discussion with the executive to preserve the original incentive structure and degree of achievement. Our Compensation Committee utilizes revenue and adjusted EBITDA as performance metrics because it believes these measures best align executive incentives with the Company’s strategic priorities and stockholder return by encouraging durable revenue, improved operating performance, and stronger cash flow. The Compensation Committee reviewed short-term and long-term performance metrics and continues to believe that it is in the long-term interest of our stockholders to continue using revenue and adjusted EBITDA in both our short-term and long-term performance incentive awards.

PSU Awards

The Compensation Committee allocated two-thirds of the PSUs for achieving targeted performance and one-third of PSUs to achieve growth goals to incentivize the executives to exceed target performance and thereby further enhance stockholder value, as follows:

•One-third based upon achievement of a three-year revenue target;

•One-third based upon achievement of a three-year adjusted EBITDA target;

•One-sixth of the PSUs will vest based upon the achievement of a growth revenue goal; and,

•One-sixth of the PSUs will vest based upon the achievement of a growth adjusted EBITDA goal.

All metrics will be measured based on fiscal year 2028 performance. Performance below the revenue target results in no PSU awards related to revenue objectives. Performance below the adjusted EBITDA target results in no PSU awards related to adjusted EBITDA objectives. If our achievement of performance goals falls in between the target and growth goals, such amounts will be interpolated on a linear basis in calculating the number of PSU shares vested. We do not disclose the long-term target or growth metrics for competitive reasons.

Stock Option Awards

The vesting schedules of the stock options will be one-third on the first anniversary of the grant date and then in equal amounts on a quarterly basis after such first anniversary through the third anniversary of the grant date.

The total number of shares granted by type of award were as follows (PSUs are represented at the maximum potential number of shares to be received):


	Stock Options				PSUs
Name		Exercise Price Per Share		Shares Granted		Shares Granted
William G. Stone III		$	3.24	462,963		344,037
Michael Akkerman		3.24		185,185		137,615
Stephen A. Lasher		3.24		216,049		160,550
Senthil Kanagaratnam		3.24		185,185		137,615
Total				1,049,382		779,817

As part of our regular long-term incentive grants, in May 2025, Mr. Kinsell was granted RSUs covering 27,397 shares, which vest quarterly over a three-year period from the date of grant.

Fiscal Year 2027 Awards. The Compensation Committee did not grant any long-term incentive awards as it historically has done in May of the fiscal year. The Compensation Committee intends to wait until after the Annual Meeting and after receiving the results of the stockholder vote on the proposed plan amendment to the 2020 Plan to increase the number of available shares thereunder.

Other. Mr. Stone agreed that the goal attainment thresholds, the threshold target and stretch payout percentages for long-term incentive performance-based restricted stock units, vesting terms of stock options, RSUs and PSUs, and mix of stock options, RSUs and PSUs may be set in the discretion of the Compensation Committee and the Board from time to time notwithstanding the terms in his employment agreement.

Our Compensation Committee may from time to time grant stock options, restricted stock, restricted stock unit, performance stock and performance stock unit equity awards to our named executive officers based on the discretion of the Compensation Committee, taking into account Company-wide performance, Company division performance, market assessment, individual performance, achievement of goals or milestones, assuming new or additional responsibilities, retention or other factors the Compensation Committee deems relevant. In addition, the Compensation Committee may in its discretion increase or decrease the performance goals, percentage attainment levels of such goals, percentage allocation of performance goals, percentage payout or utilize other or different performance measures with respect to the annual PSU grants based on the above factors.

The authority to make equity or equity-based awards to our executive officers rests with our full Board, based upon recommendations made by the Compensation Committee, or by the Compensation Committee acting alone. The Compensation Committee considers the input and recommendation of our Chief Executive Officer in setting the compensation of our other executive officers, including in the determination of appropriate levels of equity or equity-based grants.

Equity Award Timing Policies. We do not have any formal plan or obligation that requires us to award equity or equity-based compensation to any executive officer on specified dates. Consistent with the employment agreement of the CEO, the Compensation Committee does not determine the annual cash incentive or LTI awards for senior executives until the Compensation Committee has final audited financial statements with which to make such determinations. The Compensation Committee has historically made such determinations around the time of completion of such audit and before public announcement of the audited results and intends to continue doing so at this time (although the Compensation Committee may change the timing of such annual grants in the future). Neither the Board nor the Compensation Committee takes into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation.

Other Benefits and Perquisites. Our executive officers participate in the health and dental coverage, life insurance, paid vacation and holidays, 401(k) retirement savings plans and other programs that are generally available to all of the Company’s employees.

The provision of any additional perquisites to each of the named executive officers is subject to review by the Compensation Committee. We value perquisites, if any, at their incremental cost to us in accordance with SEC regulations.

We believe that the benefits and perquisites, if any, we provide to our named executive officers are within competitive practice and customary for executives in similar positions at comparable companies. Such benefits and perquisites serve our objective of offering competitive compensation that allows us to continue to attract, retain and motivate highly talented people to these critical positions, ultimately providing a substantial benefit to our stockholders.

Stock Ownership Guidelines. To further align our executives’ financial interests with those of our stockholders, we adopted the following minimum stock ownership guidelines:


CEO			5x annual base salary
COO			2x annual base salary

The executives have five years following initial appointment to meet the guidelines. Unvested restricted stock or restricted stock units and unvested stock options will not be considered when determining an individual’s stock ownership and vested but unexercised stock options will be treated as equivalent to one-half a share.

Mr. Stone has met the above guidelines.

Tax Deduction of Executive Compensation

Section 162(m) of the federal tax laws generally prohibits a publicly held company from deducting compensation paid to a current or former named executive officer that exceeds $1 million during the tax year. The Compensation Committee may take into consideration the potential tax deductibility of compensation as one of the factors to be considered when establishing our executive compensation program. However, the Compensation Committee believes that its primary responsibility is to provide a compensation program that attracts, retains, motivates, and rewards our executive officers that are critical to our success.

Compensation Risk Management

As part of its annual review of our executive compensation program, the Compensation Committee reviews with management the design and operation of our incentive compensation arrangements for senior management, including

executive officers, to determine if such programs might encourage inappropriate risk-taking that could have a material adverse effect on the Company. The Compensation Committee considers, among other things, the features of the Company’s compensation program that are designed to mitigate compensation-related risk, such as the performance objectives and target levels for incentive awards (which are based on overall Company performance), and our compensation recoupment policy. The Compensation Committee also considers our internal control structure which, among other things, limits the number of persons authorized to execute material agreements and requires approval of our Board of Directors for matters outside of the ordinary course and our whistle blower program. Based upon the above, the Compensation Committee has concluded that any risks arising from the Company’s compensation plans, policies and practices are not reasonably likely to have a material adverse effect on the Company.

Impact of Shareholder Advisory Vote

At our prior annual meeting, our stockholders approved, in a non-binding advisory vote, our executive compensation with 87% of the shares present, in person or by proxy, and entitled to vote thereon affirmatively giving their approval (with broker non-votes having no effect on the vote). Accordingly, we believe that this vote affirms the appropriateness of our executive compensation philosophy and policies, as currently adopted and implemented, and we intend to continue such philosophy and policies.

THE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The information contained in this Compensation Committee Report shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing (except to the extent that we specifically incorporate this information by reference) and shall not otherwise be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (except to the extent that we specifically request that this information be treated as soliciting material or specifically incorporate this information by reference).

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.


July 13, 2026			Members of the Compensation Committee

			Jeffrey Karish (Chair) Mohan S. Gyani Michelle M. Sterling

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee members whose names appear on the Compensation Committee Report above were committee members during fiscal year 2026. No member of the Compensation Committee is or has been an executive officer of the Company or has had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity that has or had one or more executive officers who served as a director or member of the Compensation Committee during the fiscal year ended March 31, 2026.

SUMMARY COMPENSATION TABLE

The following compensation table sets forth for fiscal years 2026, 2025, and 2024, the base salary and other compensation of our named executive officers.


Name	Fiscal Year Ended March 31,	Salary		Bonus			Non-Equity Incentive Plan Compensation		Stock Awards(1)		Option Awards(1)		All Other Compensation(2)			Total
William G. Stone III	2026	$	650,000	$	236,486		$	874,673	$	1,500,000	$	1,500,000	$	28,340		$	4,789,499
Chief Executive Officer	2025	650,000		—			—		1,070,000		735,000		28,750			2,483,750
	2024	650,000		—			—		4,575,000		1,525,000		29,631			6,779,631

Michael Akkerman	2026	450,000		109,148			403,695		600,000		600,000		25,019			2,187,862
Chief Business Officer	2025	410,000		37,000		(3)	—		750,000		750,000		25,561			1,972,561

Joshua Kinsell(4)	2026	315,000		348,548		(5)	—		115,000		—		30,400			808,948
Interim Chief Financial Officer and Chief Accounting Officer	2025	300,000		—			—		675,000		—		28,160			1,003,160

Stephen A. Lasher(6)	2026	450,000		109,148			411,918		700,000		700,000		37,506			2,408,572
Former Chief Financial Officer	2025	450,000		—			—		2,495,000		1,855,000		79,670		(7)	4,879,670

Senthil Kanagaratnam(8)	2026	450,000		202,500		(9)	—		600,000		600,000		32,348		(8)	1,884,848
Former Chief Technology Officer	2025	450,000		90,000		(9)	—		535,000		367,500		32,974			1,475,474
	2024	420,000		—			—		1,127,500		312,500		31,857			1,891,857

(1)The amounts in the “Stock Awards” and “Option Awards” columns relate to awards of stock options, RSUs and PSUs made under our 2020 Plan. With respect to each award, the amounts disclosed generally reflect the fair value of the award as of the grant date for all awards issued in the respective fiscal year, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standard Codification ("ASC") Topic 718 Compensation-Stock Compensation ("ASC 718"). Generally, ASC 718 requires the full grant-date fair value of an award to be amortized and recognized as compensation cost over the service period that relates to the award. Note 14, “Stock-Based Compensation,” in the Notes to the Consolidated Financial Statements included in our Annual Report sets forth the relevant assumptions used to determine the valuation of our awards.

(2)Amounts under “All Other Compensation” represent Company paid health benefits and 401(k) employer matching contributions, along with the amounts noted in the footnotes below for Mr. Lasher and Mr. Kanagaratnam.

(3)Represents a signing bonus of $37,000 paid to Mr. Akkerman under his employment agreement.

(4)On May 22, 2026, Mr. Kinsell, was appointed Interim Chief Financial Officer of the Company effective as of June 1, 2026. In July 2025, the annual salary for Mr. Kinsell was increased from $300,000 to $315,000 primarily for merit purposes. Mr. Kinsell’s annual salary was increased from $315,000 to $350,000 for fiscal year 2027 in connection with a review of his compensation as Chief Accounting Officer in comparison to similar roles at peer companies and, in connection with his appointment as Interim Chief Financial Officer, such base salary will increase by $10,000 per month for the period of time he serves as Interim Chief Financial Officer.

(5)Includes a retention cash bonus for Mr. Kinsell of $100,000, to be paid in two equal installments of $50,000 each, the first installment to be paid on the six-month anniversary of the approval date (January 2026) and the second installment to be paid on the one-year anniversary of such approval date (July 2026) provided that Mr. Kinsell continues to be employed by the Company at the time of such payment).

(6)Mr. Lasher was appointed Chief Financial Officer of the Company effective as of February 5, 2025. On May 22, 2026, Mr. Lasher resigned from his position with the Company to seek another opportunity. Such resignation was effective on May 31, 2026.

(7)Includes a relocation allowance of $75,000 paid to Mr. Lasher under his employment agreement.

(8)On November 3, 2025, Mr. Kanagaratnam resigned from the Company, effective as of January 31, 2026. Mr. Kanagaratnam departed the Company on January 31, 2026. The Company and Mr. Kanagaratnam entered into a separation agreement pursuant to which Mr. Kanagaratnam continued to provide advisory services to the Company until May 31, 2026 (which term could expire earlier under certain circumstances) for a consulting fee of $2,500 per month, totaling $5,000 during the fiscal year ended March 31, 2026. “All Other Compensation” for Mr. Kanagaratnam in 2026 includes his consulting fees, in addition to Company paid health benefits and 401(k) employer matching contributions.

(9)Includes $90,000 in 2025 and $90,000 in 2026 related to a cash bonus for Mr. Kanagaratnam of $240,000 approved by the Compensation Committee in May 2024, such bonus to be earned in eight quarterly installments of $30,000 each until the second anniversary of the approval date (so long as Mr. Kanagaratnam continues to be employed by the Company at the time of such payment).

NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE

EMPLOYMENT AGREEMENTS

Employment Agreement with William G. Stone III

CEO Employment Agreement. On September 9, 2014, we entered into an employment agreement with Mr. Stone (the “Stone Employment Agreement”) pursuant to which Mr. Stone became the Chief Executive Officer of the Company on October 2, 2014. In connection with this employment agreement, Mr. Stone received a one-time $100,000 signing bonus. Pursuant to the Stone Employment Agreement, which has been amended as described below, Mr. Stone received a salary of $500,000 per year and was eligible for a performance bonus.

Also in connection with entering into the Stone Employment Agreement, the vesting (but not the exercise price) of the 200,000 options granted to Mr. Stone on July 8, 2014 was adjusted, and Mr. Stone was awarded stock options to purchase an additional 50,000 shares of common stock of the Company at an exercise price equal to the closing price of the Company’s common stock on September 10, 2014. All of such stock options have now vested.

CEO Employment Agreement Amendment. On May 26, 2016, we entered into an amendment to the Stone Employment Agreement, which extended the term of the Stone Employment Agreement until March 31, 2018. In connection with entering into the amendment on May 26, 2016, Mr. Stone was awarded stock options under the 2020 Plan to purchase 100,000 shares of common stock of the Company at an exercise price equal to the closing price of the Company’s common stock on May 26, 2016. All of such stock options have now vested.

CEO Second Amendment to Employment Agreement. On March 16, 2018, the Company entered into a second amendment to the Employment Agreement with Mr. Stone (the “Second Amendment”). The Second Amendment replaced the fixed term of employment, which would otherwise have expired on March 31, 2018, with an at-will arrangement without a definite term. In addition, the Second Amendment: (i) established a new incentive compensation structure for future fiscal years consisting of annual cash and long term equity incentives; (ii) provided pro-ration of certain annual cash and long term equity incentives in connection with payments for termination by the Company without cause or by Mr. Stone for good reason and changes the duration of severance payments to Mr. Stone in connection with such types of terminations following a change of control; and (iii) provided for a $100,000 signing payment to Mr. Stone.

The new bonus structure replaced the existing bonus structure commencing for the fiscal year ended March 31, 2019 and generally provides for annual cash incentives and long-term equity incentives. For a description of the terms of the annual incentive and long-term incentive plans, see the discussion under “Compensation Discussion and Analysis” in this Proxy Statement.

For a discussion of Mr. Stone’s severance arrangement under his employment agreement, see “Termination Provisions and Potential Payments Upon Termination or Change of Control” in this Proxy Statement.

The foregoing summary of the Stone Employment Agreement and amendments thereto do not purport to summarize all terms and are subject to, and qualified in their entirety by, the full text of the Stone Employment Agreement and such amendments, which have been filed as exhibits to the Annual Report.

Employment Agreement with Stephen A. Lasher

On February 5, 2025, we entered into an employment agreement (the “Lasher Employment Agreement”) with Stephen A. Lasher as Chief Financial Officer. The Lasher Employment Agreement is an at-will arrangement without a definite term.

Pursuant to the Lasher Employment Agreement, Mr. Lasher receives an annual salary of $450,000 and is eligible for an annual performance bonus. In addition, Mr. Lasher was awarded (1) stock options to purchase 500,000 shares of our common stock, and (2) new-hire RSUs covering 500,000 shares of our common stock. The stock options vest over three years, with one-third vesting on the first anniversary of the start date and the remainder vesting on a pro rata quarterly basis over the remaining two years. The new hire RSUs vest over three years, with one-third vesting on the first anniversary of his start date and the remainder vesting on a pro rata quarterly basis over the remaining two years.

In addition, we paid Mr. Lasher a relocation allowance of $75,000. If Mr. Lasher voluntarily terminates his employment prior to the first anniversary of his start date, Mr. Lasher must repay the relocation allowance back to us.

The Lasher Employment Agreement also provides for severance for Mr. Lasher in the event of a termination without cause or a termination by Mr. Lasher for good reason. For a discussion of Mr. Lasher’s severance arrangement

under his employment agreement, see “Termination Provisions and Potential Payments Upon Termination or Change of Control” in this Proxy Statement.

The Lasher Employment Agreement also contains customary confidentiality, non-compete and non-solicitation provisions.

The foregoing summary of the Lasher Employment Agreement does not purport to summarize all terms and is subject to, and qualified in its entirety by, the full text of the Lasher Employment Agreement, which has been filed as an exhibit to the Annual Report.

Employment Agreement with Michael Akkerman

On May 15, 2024, we entered into an employment agreement (the “Akkerman Employment Agreement”) with Michael Akkerman as Chief Business Officer with a start date of June 3, 2024. The Akkerman Employment Agreement is an at-will arrangement without a definite term.

Pursuant to the Akkerman Employment Agreement, Mr. Akkerman receives an annual salary of $410,000 and is eligible for an annual performance bonus. In addition, Mr. Akkerman was awarded (1) RSUs covering 428,571 shares of our common stock, which RSUs will vest in equal quarterly installments over the two-year period following the grant date (his June 3, 2024 start date), and (2) contingent stock options to acquire 625,000 shares of our common stock. These stock options vest in equal quarterly installments over the two-year period following his start date.

In addition, we paid Mr. Akkerman a signing bonus of $37,000. If Mr. Akkerman voluntarily terminates his employment or if we terminate his employment for cause (as defined in the Akkerman Employment Agreement) prior to the first anniversary of his start date, Mr. Akkerman must repay the signing bonus back to us.

The Akkerman Employment Agreement also provides for severance for Mr. Akkerman in the event of a termination without cause or a termination by Mr. Akkerman for good reason. For a description of Mr. Akkerman’s severance arrangement under his employment agreement, see the discussion under “Termination Provisions and Potential Payments Upon Termination or Change of Control” in this Proxy Statement.

The Akkerman Employment Agreement also contains customary confidentiality, non-compete and non-solicitation provisions.

The foregoing summary of the Akkerman Employment Agreement does not purport to summarize all terms and is subject to, and qualified in its entirety by, the full text of the Akkerman Employment Agreement, which has been filed as an exhibit to the Annual Report.

Employment Agreement with Benneaser John

Effective as of February 23, 2026, we entered into an employment agreement (the “John Employment Agreement”) with Benneaser John as Chief Technology Officer for employment to commence on April 6, 2026. The John Employment Agreement is an at-will arrangement without a definite term.

Pursuant to the John Employment Agreement, Mr. John receives an annual salary of $450,000 and is eligible for an annual performance bonus starting in the fiscal year ending March 31, 2027. In addition, subject to Board and/or Compensation Committee approval, Mr. John was awarded RSUs covering 693,069 shares. The new hire RSUs vest over three years, with one-third vesting on the first anniversary of his start date and the remainder vesting on a pro rata quarterly basis over the remaining two years.

In addition, we will pay Mr. John a new hire bonus of $250,000 on the first anniversary of his start date provided that before then he does not voluntarily resign or his employment is not terminated by the Company for cause.

The John Employment Agreement also provides for severance for Mr. John in the event of a termination without cause or a termination by Mr. John for good reason. For a discussion of Mr. John’s severance arrangement under his employment agreement, see “Termination Provisions and Potential Payments Upon Termination or Change of Control” in this Proxy Statement.

The John Employment Agreement also contains customary confidentiality, non-compete and non-solicitation provisions.

The foregoing summary of the John Employment Agreement does not purport to summarize all terms and is subject to, and qualified in its entirety by, the full text of the John Employment Agreement, which has been filed as an exhibit to the Annual Report.

Separation Agreement with Senthil Kanagaratnam

On November 3, 2025, Mr. Kanagaratnam resigned from the Company, effective as of January 31, 2026. The Company and Mr. Kanagaratnam entered into a separation agreement pursuant to which Mr. Kanagaratnam continued to provide advisory services to the Company until May 31, 2026 (which term could expire earlier under certain circumstances) for a consulting fee of $2,500 per month, totaling $5,000 during the fiscal year ended March 31, 2026. Mr. Kanagaratnam was entitled to receive his accrued compensation as of the separation date.

GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR ENDED MARCH 31, 2026

The following table sets forth certain information about plan-based awards that we made to the named executive officers during the fiscal year ended March 31, 2026.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards							Estimated Future Payouts Under Equity Incentive Plan Awards					All other Stock Awards: Number of Shares of Stock or Units		Option Awards: Number of Shares Underlying Options		Exercise Price of Option Awards ($/Share)		Grant date Fair Value of Stock & Option Awards(1)
Name	Grant Date	Threshold		Target			Maximum		Threshold		Target		Maximum
William G. Stone III	5/23/2025	$	390,000	$	780,000	(2)	$	1,560,000	—		—		—	—		—		$	—	$	—
Chief Executive Officer	5/23/2025	—		—			—		229,358		229,358	(3)	344,037	—		—		—		1,500,000
	5/23/2025	—		—			—		—		—		—	—		462,963	(4)	3.24		1,500,000
Michael Akkerman	5/23/2025	180,000		360,000		(2)	720,000		—		—		—	—		—		—		—
Chief Business Officer	5/23/2025	—		—			—		91,743	—	91,743	(3)	137,615	—		—		—		600,000
	5/23/2025	—		—			—		—		—		—	—		185,185	(4)	3.24		600,000
Joshua Kinsell	5/23/2025	—		—			—		—		—		—	27,397	(5)	—		—		113,698
Interim Chief Financial Officer and Chief Accounting Officer
Stephen Lasher	5/23/2025	180,000		360,000		(2)	720,000		—		—		—			—		—		—
Former Chief Financial Officer	5/23/2025	—		—			—		107,033	—	107,033	(3)	160,550	—		—		—		700,000
	5/23/2025	—		—			—									216,049	(4)	3.24		700,000
Senthil Kanagaratnam	5/23/2025	180,000		360,000		(2)	720,000		—		—		—	—		—		—		—
Former Chief Technology Officer	5/23/2025	—		—			—		91,743	—	91,743	(3)	137,615	—		—		—		600,000
	5/23/2025	—		—			—		—		—		—	—		185,185	(4)	3.24		600,000

________________________

(1)The value of an equity award is based on the fair market value as of the grant date of such award determined pursuant to ASC 718. Value of PSUs is tied to satisfaction of certain revenue and adjusted EBITDA performance criteria determined after the close of the end of fiscal year 2028. For PSUs, the Company has assumed an attainment of the maximum amount.

(2)Represents the performance portion (80%) of the annual cash incentive plan opportunity granted during fiscal year 2026. The remaining portion of the annual incentive plan opportunity (20%) is a bonus payable at the discretion of the Compensation Committee.

(3)The stock awards are comprised entirely of PSUs. The PSUs vest for a number of shares based upon satisfaction of certain financial performance criteria (revenue and adjusted EBITDA) during the three fiscal year period ended March 31, 2028. For further discussion of this PSU award, see discussion under “Executive Compensation – Compensation Discussion and Analysis – Equity and Equity-Based Compensation."

(4)Stock options vest one-third on the first anniversary of the grant date and in equal quarterly installments thereafter until the third anniversary of the grant date.

(5)The RSUs vest in equal installments on a quarterly basis until the third anniversary of the grant date.

OUTSTANDING EQUITY AWARDS AT MARCH 31, 2026

The following table presents information regarding outstanding options and unvested stock awards held by our named executive officers as of March 31, 2026.


	Option Awards										Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price			Option Expiration Date		Number of shares or units of stock that have not vested		Market value of shares or units of stock that have not vested(6)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(6)
William G. Stone III(1)	5/23/2025	—		462,963		$	3.24		5/23/2035		—		$	—	—	$	—
Chief Executive Officer	5/23/2025	—	—	—	—	—		—	—	—	—	—	—		344,037	990,827
	5/24/2024	218,750		281,250		2.14			5/24/2034		—		—		—	—
	5/24/2024	—		—		—			—		—		—		500,000	1,440,000
	5/22/2023	107,847		49,023		14.36			5/22/2033		—		—		—	—
	5/22/2023	—		—		—			—		33,188		95,581		—	—
	5/22/2023	—		—		—			—		—		—		212,396	611,700
	5/27/2022	106,346		7,090		29.33			5/27/2032		—		—		—	—
	5/27/2022	—		—		—			—		8,792		25,321		—	—
	6/1/2021	41,265		—		67.71			6/1/2031		—		—		—	—
	6/1/2020	142,315		—		6.62			6/1/2030		—		—		—	—
Michael Akkerman(2)	5/23/2025	—		185,185		3.24			5/23/2035		—		—		—	—
Chief Business Officer	5/23/2025	—		—		—			—		—		—		137,615	396,331
	6/3/2024	546,875		78,125		1.75			6/3/2034		—		—		—	—
	6/3/2024	—		—		—			—		53,572		154,287		—	—
Joshua Kinsell(3)	5/21/2025	—		—		—			—		20,548		59,178		—	—
Interim Chief Financial Officer and Chief Accounting Officer	10/29/2024	—		—		—			—		7,602		21,894		—	—
	4/8/2024	—		—		—			—		116,279