Digi International (DGII) details 2026 virtual meeting, executive pay and ARR metrics

Rhea-AI Filing Summary

Digi International Inc. is asking stockholders to vote at a virtual-only annual meeting on January 30, 2026. Investors will elect two directors for terms ending in 2029, hold an advisory vote on executive pay, and ratify Deloitte & Touche LLP as the independent auditor.

The board is majority independent, with a non-executive chairman and separate CEO, and operates through audit, compensation, and nominating and governance committees. Large holders include BlackRock with 5,869,496 shares, or 15.6% of outstanding common stock as of December 8, 2025.

Executive compensation follows a pay-for-performance design that ties a significant portion of pay to financial metrics such as revenue, Adjusted EBITDA and annual recurring revenue (ARR). For fiscal 2025, ARR reached $129.6 million and Adjusted EBITDA was $108.0 million, leading to annual cash incentives for named executives equal to 147% of target. Long-term equity is delivered through a mix of restricted stock units and performance stock units that vest based on multi‑year ARR goals and, for some executives, total stockholder return.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

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

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

DIGI INTERNATIONAL 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 the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

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

DIGI INTERNATIONAL INC.

9350 Excelsior Blvd.
Hopkins, Minnesota 55343
952-912-3444

December 17, 2025

Dear Stockholder:

You cordially are invited to attend our Annual Meeting of Stockholders, commencing at 2:00 p.m., Central Standard Time, on Friday, January 30, 2026. The Annual Meeting will be held in a virtual-only meeting format. Stockholders will not be able physically to attend the Annual Meeting.

The Secretary’s Notice of Annual Meeting and the Proxy Statement that follow describe the matters to come before the meeting. Whether or not you plan to log into the Annual Meeting, please vote your shares promptly so they can be represented at the meeting. If you have elected to receive a full set of proxy materials, then please sign the enclosed proxy card and return it in the accompanying postage-paid reply envelope as quickly as possible. If you later desire to revoke your proxy or voting instructions, you will have an opportunity to do so.

Sincerely,

Satbir Khanuja, Ph.D.
Non-Executive Chairman of the Board

DIGI INTERNATIONAL INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on
January 30, 2026

The Annual Meeting of Stockholders of Digi International Inc. will be held at 2:00 p.m., Central Standard Time, on January 30, 2026, in a virtual meeting format via live webcast at www.virtualshareholdermeeting.com/DGII2026. Stockholders will not be able to attend the Annual Meeting in person. Additional information is provided below under the heading “General Information.”

The items of business are:

1. to elect two directors;

2. to approve, on a non-binding advisory basis, the executive compensation paid to our named executive officers (“Say-on-Pay”);

3. to ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm of the company for the fiscal year ending September 30, 2026; and

to transact such other business as may properly be brought before the meeting and any adjournment or postponement thereof.

The Board of Directors has fixed December 8, 2025 as the record date for the meeting, and only stockholders of record at the close of business on that date are entitled to receive notice of and vote at the meeting.

Your proxy is important to ensure a quorum at the meeting. Even if you own only a few shares, and regardless of whether you expect to log into the meeting, please vote your shares by proxy as quickly as possible. You may revoke your proxy at any time prior to its exercise, and voting by proxy will not affect your right to vote if you log into the meeting and revoke the proxy.

By Order of the Board of Directors,

David H. Sampsell
Executive Vice President, Corporate Development, General Counsel & Corporate Secretary
Hopkins, Minnesota
December 17, 2025

DIGI INTERNATIONAL, INC.
PROXY STATEMENT

GENERAL INFORMATION	1
Shares of Common Stock Outstanding on Record Date	1
Vote Required on Proposals	1
Expenses of Soliciting	1
Stockholder Proposals	1
Meeting Admission	2
HOW TO VOTE	3
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT	4
PROPOSAL NO. 1:  ELECTION OF DIRECTORS	5
Nominees for Re-Election to Terms Expiring in 2029	5
Directors Whose Terms Expire in 2027	6
Directors Whose Terms Expire in 2028	6
Director Independence	7
Board Leadership Structure	7
The Board’s Role in Risk Oversight	7
Risks Arising from Compensation Policies and Practices	8
Employee, Officer and Director Hedging	8
Committees of the Board and Meeting Attendance	8
Director Nominee Selection Process and Criteria	9
Stockholder Communications with the Board	9
Compensation Committee Interlocks and Insider Participation	9
Insider Trading Policy	10
Audit and Non-Audit Fees	10
Report of the Audit Committee	10
Environmental, Social and Governance Matters	11
EXECUTIVE COMPENSATION	13
Compensation Discussion and Analysis	13
Report of the Compensation Committee	24
Summary Compensation Table	24
Grants of Plan-Based Awards for Fiscal 2025	25
Outstanding Equity Awards at Fiscal 2025 Year-End	26
Options Exercised and Stock Vested During Fiscal 2025	27
Potential Payments Upon Termination or Change in Control	28
CEO Pay Ratio	29
PAY VERSUS PERFORMANCE	30
Relationship Between Pay and Performance	31
Tabular List of Important Financial Performance Measures	31
COMPENSATION OF DIRECTORS	32
RELATED PERSON TRANSACTION APPROVAL POLICY	33
EQUITY COMPENSATION PLAN INFORMATION	33
PROPOSAL NO. 2:  ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	34
Effect of Proposal	34
PROPOSAL NO. 3:  RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	35
Effect of Proposal	35
HOUSEHOLDING	35
ADDITIONAL MATTERS	35

i

DIGI INTERNATIONAL, INC.
PROXY STATEMENT

GENERAL INFORMATION

Proxies are being solicited by the Board of Directors (the “Board”) of Digi International Inc., a Delaware corporation (the “Company,” “Digi,” “we,” “us” or “our”), for use in connection with the Annual Meeting of Stockholders to be held on Friday, January 30, 2026 and at any adjournment or postponement of the meeting. Only stockholders of record at the close of business on December 8, 2025 will be entitled to vote at the meeting.

The address of our principal executive office is 9350 Excelsior Blvd., Suite 700, Hopkins, Minnesota 55343 and our telephone number is (952) 912-3444. The mailing of this proxy statement and a proxy card, or a Notice Regarding the Availability of Proxy Materials, to stockholders will commence on or about December 17, 2025.

Shares of Common Stock Outstanding on Record Date

Our common stock, par value $.01 per share, is our only outstanding voting security. At the close of business on December 8, 2025, there were 37,589,332 shares of our common stock issued and outstanding, each of which is entitled to one vote.

Vote Required on Proposals

1. Election of Directors. Because the number of candidates equals the number of members to be elected to the Board, a majority of the votes cast with respect to each director nominee is required for the election of directors. This means that the number of shares voted “for” a director nominee’s election must exceed the number of votes cast “against” that director nominee’s election. Holders of common stock are not entitled to cumulate their votes for the election of directors. See below under “Majority Voting for Election of Directors” for additional details.

2. Say-on-Pay Proposal. The Say-on-Pay proposal is advisory and not binding. We will consider our stockholders to have approved, on an advisory basis, our executive compensation if the number of votes “for” the proposal exceeds the number of votes “against” the proposal.

3. Ratification of Auditors. The affirmative vote of the holders of a majority of the shares of common stock present or represented by proxy at the meeting and entitled to vote is required for approval of the proposal to ratify the appointment of auditors.

Majority Voting for Election of Directors. If an incumbent director does not receive a majority vote, then the director promptly will tender his or her resignation to the Board. The Nominating and Governance Committee will make a recommendation to the full Board as to whether to accept or reject the tendered resignation. The Board will publicly disclose its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the recommendation of the Nominating and Governance Committee or the decision of the Board with respect to his or her resignation.

In a contested election, directors are elected by a plurality of the outstanding shares present or represented by proxy at the meeting and entitled to vote on the election of directors. We do not anticipate a contested election at the 2026 Annual Meeting of Stockholders.

Abstentions and Broker Non-Votes. Abstentions and broker non-votes will be counted as present for purposes of determining the existence of a quorum at the meeting. However, shares of a stockholder who abstains or does not otherwise vote at the meeting or by proxy (including broker non-votes) will not be counted for the election of directors or the Say-on-Pay proposal. An abstention will have the effect of a vote against the ratification of auditors. A stockholder who does not vote at the meeting, by proxy (including broker non-votes) or otherwise, on the ratification of auditors will have no effect on the outcome of that proposal.

Expenses of Soliciting

We will pay the cost of soliciting proxies. In addition to solicitation by mail, certain of our directors, officers and employees may solicit proxies by telephone, email or personal contact, and we have requested brokerage firms and custodians, nominees and other record holders to forward soliciting materials to the beneficial owners of our stock and will reimburse them for their reasonable out-of-pocket expenses in so forwarding such materials.

Stockholder Proposals

Stockholder proposals (other than director nominations) that are submitted for inclusion in our proxy statement for our 2027 Annual Meeting of Stockholders must follow the procedures and requirements of the federal securities laws, including Rule 14a-8 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). To be timely, such proposals must be received by us at our principal executive office no later than August 19, 2026.

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If a stockholder does not submit a proposal for inclusion in our proxy statement but desires to propose an item of business to be considered at an annual meeting of stockholders or to nominate persons for election as a director at an annual meeting, then the stockholder must give timely written notice of such proposal or nominations to our Secretary at our principal executive office, which is 9350 Excelsior Blvd., Suite 700, Hopkins, MN 55343. To be timely under our By-Laws, we must receive notice of the stockholder’s intention to propose an item of business or to nominate persons for election as director not less than 120 days before the first anniversary of the date of the preceding year’s annual meeting (unless the date of the annual meeting is more than 30 days before or 60 days after such anniversary date, in which case such notice will be timely only if delivered not less than 120 days before the annual meeting or, if later, within 10 days after the first public announcement of the date of such annual meeting), and the notice must otherwise comply with certain other requirements contained in our By-Laws as well as all applicable statutes and regulations.

Assuming that our next annual meeting of stockholders is held not more than 30 days before nor more than 60 days after the one-year anniversary of this year’s Annual Meeting, we must receive notice of a stockholder’s intention to propose an item of business or nominate persons for election as a director on or before October 2, 2026. A stockholder’s notice will not be deemed to be submitted until we have received all of the required information.

In addition to satisfying the foregoing requirements under our By-Laws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than December 1, 2026.

Meeting Admission

The Annual Meeting will be held in a virtual-only meeting format. Stockholders will not be able to attend the Annual Meeting in person.

If you are a registered stockholder or beneficial owner of our common stock at the close of business on December 8, 2025, then you may attend the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/DGII2026. You will need the 16-digit control number found on your Notice of Internet Availability, your proxy card, or on the instructions that accompany your proxy materials to participate in the virtual Annual Meeting and vote your shares electronically.

If you lose your 16-digit control number or are not a stockholder at the close of business on December 8, 2025, then you will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/DGII2026 and registering as a guest. If you enter the meeting as a guest, you will not be able to vote your shares or submit a question during the meeting.

You may log into www.virtualshareholdermeeting.com/DGII2026 beginning at 1:45 p.m. CST on January 30, 2026. The Annual Meeting will begin promptly at 2:00 p.m. CST on January 30, 2026. If you experience any technical difficulties during the meeting, a toll-free number will be available on our virtual stockholder meeting site for assistance.

You may submit a question in advance of the meeting at www.proxyvote.com or during the meeting at www.virtualshareholdermeeting.com/DGII2026 after logging in with your control number. If we do not have time to answer all appropriate questions that have been submitted, we expect to post any additional appropriate questions and our answers on our Investor Relations website promptly following the meeting and retain them for one week after posting. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

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HOW TO VOTE

Your vote is important. We encourage you to vote promptly. Internet and telephone voting are available through 10:59 p.m. Central Standard Time on January 29, 2026. If you received a Notice Regarding the Availability of Proxy Materials, you can vote as instructed in the notice. If you received paper copies of this proxy statement, you may vote in one of the following ways:

By Telephone. If you are located in the United States or Canada, you can vote your shares by calling the toll-free telephone number on your proxy card or in the instructions that accompany your proxy materials. You may vote by telephone 24 hours a day. The telephone voting system has easy-to-follow instructions and allows you to confirm that the system has recorded your votes. If you vote by telephone, you do not need to return your proxy card or your voting instruction form.

By Internet. You can also vote your shares by the Internet. Your proxy card indicates the website you may access for Internet voting. You may vote by the Internet 24 hours a day. As with telephone voting, you will be able to confirm that the system properly has recorded your votes. If you hold your shares in street name, please follow the Internet voting instructions that accompany your proxy materials. You may incur telephone and Internet access charges if you vote by the Internet. If you vote by the Internet, you do not need to return your proxy card or your voting instruction form.

By Mail. If you are a holder of record and received a paper copy of the proxy card by mail, you can vote by marking, dating, and signing your proxy card and returning it by mail in the envelope provided. If you hold your shares in street name, you can vote by completing and mailing the voting instruction form.

At the Meeting. Voting your shares now will not limit your right to change your vote at the meeting if you log into the meeting. You will need the 16-digit control number found on your Notice of Internet Availability, your proxy card or on the instructions that accompany your proxy materials (such as your voting instruction form) to participate in the Annual Meeting and vote your shares electronically.

All shares that have been properly voted and not revoked will be voted as you have directed at the meeting. If you sign and return your proxy card without any voting instructions, your shares will be voted as the Board recommends.

Revocation of Proxies. You can revoke your proxy at any time before your shares are voted if you (1) submit a written revocation to our Secretary at our executive offices before the meeting, or at the meeting, (2) submit a timely later-dated proxy (or voting instruction form if you hold shares in street name), (3) provide timely subsequent telephone or Internet voting instructions, or (4) vote at the meeting.

Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to Be Held on January 30, 2026.

The Notice of Meeting & Proxy Statement, Annual Report to Stockholders and Form of Proxy
are available at https://materials.proxyvote.com/253798.

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SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock, as of the close of business on December 8, 2025, by each of our directors or nominees for director, by each of our executive officers named in the Summary Compensation Table herein, by all directors, nominees and executive officers as a group, and by each stockholder who is known by us to own beneficially more than 5% of our outstanding common stock. Unless otherwise indicated in a footnote below, the address of each director, nominee and executive officer is care of our Company at 9350 Excelsior Blvd., Suite 700, Hopkins, Minnesota 55343. On December 8, 2025, there were 37,598,332 shares of the Company’s common stock issued and outstanding.

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership(a)		Percentage Outstanding Shares
Named executive officers, directors, and nominees:
Ronald E. Konezny		564,766(b)		1.5%
James J. Loch		314,362(c)		*
David H. Sampsell		84,467(d)		*
James E. Freeland		12,329		*
Terrence G. Schneider		45,506(e)		*
Christopher D. Heim		56,545		*
Valerie Heusinkveld		–		*
Satbir Khanuja, Ph.D.		83,255		*
Spiro C. Lazarakis		74,967		*
Hatem H. Naguib		32,823		*
Allison West Hughes		–		*
All directors, nominees and current executive officers as a group (11 persons)		1,269,020(f)		3.4%
Other beneficial owners:
BlackRock, Inc. 55 East 52nd Street, New York, NY 10022		5,869,496(g)		15.6%
Conestoga Capital Advisors 550 E. Swedesford Road, Ste. 120, Wayne, PA 19087		3,859,786(h)		10.3%
The Vanguard Group 100 Vanguard Boulevard, Malvern, PA 19355		3,142,013(i)		8.4%
Dimensional Fund Advisors LP Palisades West, Building One, 6300 Bee Cave Road, Austin, TX 78746		2,077,133(j)		5.5%
FMR LLC 245 Summer Street, Boston, MA 02210		1,918,758(k)		5.1%
Earnest Partners, LLC 9350 Excelsior Blvd., Suite 700, Hopkins, MN 55343		1,890,336(l)		5.0%

* Less than one percent.

(a) Unless otherwise indicated in a footnote below, (i) the listed beneficial owner has sole voting power and investment power with respect to such shares, and (ii) no director or executive officer has pledged as security any shares shown as beneficially owned. Includes shares subject to options that are currently exercisable and shares subject to options and RSUs that are scheduled to become exercisable or vest and settle, as applicable, within 60 days of December 8, 2025, and shares, if any, held pursuant to employee stock purchase plans. Excludes fractional shares held by any listed beneficial owner.

(b) Includes 60,654 shares subject to options.

(c) Includes 208,042 shares subject to options.

(d) Includes 324 shares subject to options and 64,864 shares by Revocable Trust.

(e) Includes 27,143 shares subject to options.

(f) Includes 296,163 shares subject to options.

(g) Based on Amendment No. 18 to Schedule 13G filed by BlackRock, Inc. on January 22, 2024, reflecting beneficial ownership as of December 31, 2023 and reporting possession of sole voting power over 5,800,240 shares and sole dispositive power over all of the shares.

(h) Based on Amendment No. 2 to Schedule 13G filed by Conestoga Capital Advisors on January 10, 2025, reflecting beneficial ownership as of December 31, 2024 and reporting possession of sole voting power over 3,584,786 shares and sole dispositive power over 3,859,786 shares.

(i) Based on Amendment No. 6 to Schedule 13G filed by The Vanguard Group on February 13, 2024, reflecting beneficial ownership as of December 29, 2023 and reporting possession of shared voting power over 61,340 shares, sole dispositive power over 3,048,575 shares and shared dispositive power over 93,438 shares.

(j) Based on Amendment No. 17 to Schedule 13G filed by Dimensional Fund Advisors LP on July 15, 2025, reflecting beneficial ownership as of June 30, 2025 and reporting possession of sole voting power over 2,025,926 shares and sole dispositive power over 2,077,133 shares.

(k) Based on Amendment No. 3 to Schedule 13G filed by FMR LLC on February 9, 2024, reflecting beneficial ownership as of December 29, 2023 and reporting possession of sole dispositive power over all of the shares.

(l) Based on Amendment No. 2 to Schedule 13G filed by Earnest Partners, LLC on September 10, 2024, reflecting beneficial ownership as of August 31, 2024 and reporting possession of sole voting power over 1,113,231 shares, sole dispositive power over 1,890,336 shares and shared voting power over 87,098 shares.

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PROPOSAL NO. 1:
ELECTION OF DIRECTORS

Our business is overseen by the Board with the number of directors, not less than three, fixed from time to time by the Board. The Board is divided into three classes as nearly equal in number as possible, and directors typically are elected to a designated class for a term of three years. The Board has fixed at two the number of directors to be elected to the Board at the 2026 Annual Meeting of Stockholders. The Nominating and Governance Committee has nominated two incumbent directors, Satbir Khanuja, PhD. and Ronald E. Konezny, to stand for election, each to serve for a three-year term expiring in 2029.

Proxies solicited by the Board will, unless otherwise directed, be voted to elect the two nominees below named. If a nominee is not elected, then the Board may fill the resulting vacancy or may decrease the size of the Board, each in accordance with the applicable provisions of our By-Laws.

The Nominating and Governance Committee of the Board selected each of the below named nominees. In case any nominee is not a candidate for any reason, the persons named as proxies may vote for a substitute nominee selected by the Nominating and Governance Committee.

The following provides certain information regarding the two nominees for the office of director and the other current directors whose terms are scheduled to expire after the 2026 Annual Meeting:

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES IN THIS PROPOSAL 1.

Nominees for Re-Election to Terms Expiring in 2029

Satbir Khanuja, PhD., age 58

Dr. Khanuja has served as a member of the Board since June 2013 and has served as its Non-Executive Chairman since January 2018. He has served as an operating partner at Fuse Venture Partners, a technology strategic advisor and investor, since August 2020, and as a venture advisor with Ignition Partners, a venture capital firm, since May 2018. He was President and Chief Executive Officer of DataSphere Technologies, Inc., an online marketing company, from 2008 until the company was acquired in May 2017. Dr. Khanuja served as Senior Vice President of Marketing and Business Development of Second Space, Inc., an online services company operating a network of immersive lifestyle-oriented web sites, from 2006 to 2008. Prior to that, he held a variety of roles at Amazon.com from 1999 to 2006, including Vice President, IMDb.com and Amazon In-Theater and Vice President, Worldwide Traffic. Before joining Amazon.com, Dr. Khanuja was an Engagement Manager with McKinsey & Company from 1998 to 1999. Dr. Khanuja’s roles working with companies as a venture capital advisor have given him significant experience with respect to the use of artificial intelligence in businesses.

Dr. Khanuja provides the Board with extensive leadership experience in marketing, operations and strategy. His role in the development of internet-based businesses is very valuable as the Company develops cloud-based application solutions such as SmartSense by Digi® and Digi Remote Manager®.

Ronald E. Konezny, age 57

Mr. Konezny has served as a member of the Board and as our President and Chief Executive Officer since December 2014. From 2013 to December 2014, he served as Vice President, Global Transportation and Logistics at Trimble Navigation Limited, a global provider of navigation and range-finding equipment and related solutions. From 2011 to 2013, he served as General Manager of Trimble’s Global Transportation and Logistics division. From 2007 to 2013, he served as Chief Executive Officer of PeopleNet Communications Corporation, a provider of telematics solutions for the transportation industry, which was acquired by Trimble in 2011. Mr. Konezny founded PeopleNet in 1996 and served in various other roles, including Chief Technology Officer, Chief Financial Officer and Chief Operating Officer, before serving as its Chief Executive Officer. Mr. Konezny serves as a member of the board of directors of ISAAC Instruments. He previously served as a director of Sentera, Inc., Atlas Financial Holdings, Inc., and PowerFleet.

Mr. Konezny has extensive experience in the internet of things industry working with solutions comprised of hardware and cloud-based applications. He brings extensive leadership in corporate strategy, manufacturing, operations, technology, finance and business development to the Board.

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Directors Whose Terms Expire in 2027

Christopher D. Heim, age 61

Mr. Heim has served as a member of the Board since January 2018 and is the Executive Chairman of Fortra, formerly known as HelpSystems, a leading developer of IT management software, a position he has held since July 2019. Prior to this, he was Chief Executive Officer of HelpSystems from December 2014 to July 2019. Before HelpSystems, he was Chief Executive Officer of Axium, a leading provider of project management and accounting solutions to architectural and engineering firms, from January 2013 until its sale to Deltek in June 2014.

Prior to Axium, Mr. Heim served as Chief Executive Officer of Amcom Software (now known as Spok, Inc.), a provider of mission-critical communications solutions for hospitals, government and hospitality customers, from 2007 until its sale to USA Mobility in 2011 and then as its President from 2011 to 2012. Prior to Amcom, he was Chief Executive Officer and President of HighJump Software, a software company serving the supply chain management sector, from 1997 until it was acquired by 3M in 2004, and then as its President and General Manager from 2004 to 2006. Mr. Heim is a member of the boards of directors of a number of privately held companies, including Fortra, mPulse, Inc., Calabrio, Inc., Ivanti, Inc., Field Nation, LLC and NPH USA. He previously served as a director of USA Mobility (now known as Spok, Inc.) from 2011 to 2013 and Ascentis from 2019 to 2023.

Mr. Heim brings broad and extensive business expertise to the Board. In particular, his experience in building leading software and services with recurring revenue models enhances the Board’s oversight of our SmartSense by Digi and Ventus businesses and our overall growth.

Valerie Heusinkveld, age 66

Ms. Heusinkveld has served as a member of our Board since January 2025. She served as Chief Financial Officer of Cradlepoint, Inc., a provider of secure and reliable solutions for networking needs to connect places, people and things with LTE and 5G for enterprise wireless WAN, from 2012 until her retirement in December 2021. Previously, she served as Chief Financial Officer of Purcell Systems from 2007 to 2012.

As a former Chief Financial Officer at high technology companies, Ms. Heusinkveld has extensive high technology industry knowledge and leadership experience in both financial and operational matters and provides the Board expertise in such areas as finance, operations, hardware and solutions sales models, mergers and acquisitions, internal controls, risk management and auditing. Ms. Heusinkveld’s experience qualifies her as an audit committee financial expert.

Allison West Hughes, age 51

Ms. West Hughes has served as a member of the Board since January 2025. She has been Corporate Vice President at Microsoft Corporation since July 2022, initially focused on digital acquisition and adding responsibility for small to medium sized businesses in July 2024. Previously, she served as Senior Vice President, Global Digital Go to Market at ServiceNow, a cloud computing platform software company servicing businesses of varying sizes, from July 2021 to June 2022, after having served as Vice President from April 2020 and previously serving as Area Vice President from 2018.

Ms. West Hughes has extensive high technology industry knowledge and leadership experience and provides the Board expertise in such areas as sales and marketing and operations. Her expertise in marketing and selling subscription-based offerings as well as working with customers of varying degrees of scale is valuable to the Company as it executes on the expansion of recurring revenue based solutions offerings.

Directors Whose Terms Expire in 2028

Spiro C. Lazarakis, age 70

Mr. Lazarakis has served as a member of the Board since July 2015. He served in various roles at Ernst & Young LLP, an international accounting and consulting firm, from 1989 until his retirement in July 2015 including most recently as lead partner in charge of audit services for a number of technology companies. Mr. Lazarakis was one of the most experienced assurance partners in Ernst & Young’s Northern California Technology practice. He has over 35 years of experience serving technology companies, ranging from large multinationals to smaller, pre-public growth companies and venture-backed start-up entities. He focused on serving companies in the Internet, software, networking, Software-as-a-Service and semiconductor sectors. He served Blue Coat Systems, Juniper Networks and Infoblox among others during his career. Mr. Lazarakis also serves as a director of each of Venture Lending & Leasing VIII, LLC and WTI Fund X, LLC, providers of debt and equity financing to early and late-stage venture capital backed technology companies.

As a former assurance partner with Ernst & Young, Mr. Lazarakis has extensive high technology industry knowledge, leadership experience in management of audit and financial matters and provides expertise to the Board in such areas as finance, mergers and acquisitions, internal controls, risk management, and auditing. Mr. Lazarakis’ experience qualifies him as an audit committee financial expert.

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Hatem H. Naguib, age 57

Mr. Naguib has served as a member of the Board since February 2019. On October 10, 2025, Mr. Naguib retired from his role as the President and Chief Executive Officer of Barracuda Networks, Inc. (“Barracuda”), a company that provides security, networking and storage solutions based on SaaS-based cloud services and network appliances. Mr. Naguib previously had held that role with Barracuda since August 2021. Mr. Naguib previously served as the Chief Operating Officer and Senior Vice President of Products and Services of Barracuda from December 2018 until August 2021. Prior to serving in this role, he was a Senior Vice President and General Manager of the Security Business Unit at Barracuda from June 2016 to December 2018. Before joining Barracuda, Mr. Naguib served as Vice President of Products Network and Security for VMware, Inc., a digital information software company, from July 2012 to May 2016.

Mr. Naguib’s extensive experience both in the communications hardware industry generally and in executing business strategies for networking products and services enhances the Board’s ability to oversee our operations and further support our continued long-term growth. His experience as the former chief executive for Barracuda, a cybersecurity solutions provider, also brings valuable expertise in overseeing our cybersecurity policies and functions.

Director Independence

None of the directors or director nominees are related to any other director, director nominee or executive officer of our Company. The Board has determined that Dr. Khanuja, Mses. Heusinkveld and West Hughes, and Messrs. Heim, Lazarakis and Naguib, constituting a majority of the Board, are “independent directors” as defined in the applicable listing standards of The Nasdaq Stock Market LLC (“Nasdaq”).

Board Leadership Structure

Our Company does not have a written policy with respect to separation of the roles of Chief Executive Officer and Chairman because the Board believes it is in the best interests of our stockholders to make that determination based on the applicable circumstances. However, the Board has a policy that whenever the roles of Chief Executive Officer and Chairman are combined, the Board will appoint an independent lead director.

Dr. Khanuja has served as Non-Executive Chairman since his appointment by the Board to this position effective January 2018. The Board believes Dr. Khanuja’s tenure as a member of the Board and his familiarity with our business and industry qualifies him to serve as our Non-Executive Chairman. The Board has determined that, based on the current characteristics and circumstances of the Company at this time, separating the roles of Chairman and Chief Executive Officer is appropriate and in the best interests of our stockholders.

Our Non-Executive Chairman (i) presides as chair of meetings of the Board, (ii) organizes, convenes and presides over executive sessions of the independent directors, (iii) serves as a liaison between the Chief Executive Officer and the independent directors, (iv) consults with the Chief Executive Officer and other members of management in establishing schedules and agendas for meetings of the Board, and (v) serves in such other capacities with such other duties as the independent directors may determine from time to time.

The Board’s Role in Risk Oversight

The Board is involved actively in the oversight of risks facing our Company and endeavors to provide management with guidance on the mitigation of identified risks as well as risks related to our overall operations. Among other risks, the Board maintains oversight of cybersecurity risks and has not specifically assigned oversight for this risk area to one of the Board committees. The Board has designated certain committees of the Board as responsible for specific areas of risk relating to their respective focuses:

● Our Audit Committee is responsible for the oversight of financial risk relating to our consolidated financial statements, financial reporting processes and internal controls over financial reporting.

● Our Compensation Committee is responsible for the oversight of company-wide compensation risk and reviews on an annual basis whether the risks arising from our compensation policies and practices with respect to our employees generally are reasonably likely to have a material adverse effect on the Company.

● Our Nominating and Governance Committee monitors the risks related to our governance structure, policies and procedures, and also oversees our environmental, social and governance initiatives.

The chair of each committee is responsible for reporting to the full Board the activities of the committee, the significant issues that have been presented to or otherwise discussed by the committee, and the committee’s final determination with respect to such issues, as appropriate. By leveraging the particular competencies of its committees, the Board actively utilizes its leadership structure to administer its role in the risk oversight of the Company.

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Risks Arising from Compensation Policies and Practices

Our management recently conducted an evaluation of the risks arising from our company-wide compensation policies and practices with respect to employees. Management analyzed our compensation policies and practices and concluded that they do not create risks that are reasonably likely to have a material adverse effect on our Company. In connection with its risk oversight role, our Compensation Committee reviewed management’s analysis and conclusions.

Employee, Officer and Director Hedging

Each of our directors, officers, other employees and their designees are prohibited from (i) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that hedge or offset, or are designed to hedge of offset, any decrease in the market value of our equity securities and (ii) otherwise engaging in transactions that hedge or offset, or are designed to hedge of offset, any decrease in the market value of our equity securities. Notwithstanding the foregoing, portfolio diversification transactions and investments in broad-based index funds are generally permitted. The prohibition applies to securities granted to the covered persons as part of compensation for their service to the Company plus any other Company securities held by them, whether directly or indirectly.

Committees of the Board and Meeting Attendance

The Board met eight times during the fiscal year ended September 30, 2025 (“fiscal 2025”). All directors attended greater than 75% of the meetings of the Board and of the committees on which they served during fiscal 2025. We have an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The following is a description of the functions performed by each of these committees.

We do not have a policy regarding attendance of members of the Board at annual meetings of our stockholders. All of our directors attended our last annual meeting of stockholders, which was held virtually in February 2025.

Audit Committee

Our Audit Committee presently consists of Mr. Lazarakis (Chair), Ms. Heusinkveld, Mr. Heim, and Dr. Khanuja. The Board has determined that all members of the Audit Committee are “independent” as that term is defined in the applicable Nasdaq listing standards and regulations of the Securities and Exchange Commission (the “SEC”). The Board has determined that all members are financially literate as required by the applicable Nasdaq listing standards. The Board has determined that Mr. Lazarakis and Ms. Heusinkveld are each an “audit committee financial expert” as defined by applicable regulations of the SEC. The Audit Committee oversees our accounting, internal controls and financial reporting processes by, among other things, taking action to oversee the independence of and annual audit by the independent registered public accounting firm and selecting and appointing the independent registered public accounting firm. The Audit Committee also provides oversight of the Company’s internal audit processes and, as discussed below under “Related Person Transaction Approval Policy,” is responsible for the review and approval or ratification of transactions under our Related Person Transaction Approval Policy. The Audit Committee met eight times during fiscal 2025. The responsibilities of the Audit Committee are set forth in the Audit Committee Charter, a copy of which is available on the Investor Relations section of our website, www.digi.com. The Audit Committee reviews the Audit Committee Charter annually and may make recommendations to the Board for revision of the Audit Committee Charter to reflect changing circumstances and requirements.

Compensation Committee

We have a Compensation Committee presently consisting of Mr. Heim (Chair), Ms. West Hughes, Dr. Khanuja, and Mr. Naguib. The Board has determined that all members of the Compensation Committee are “independent” as that term is defined in the applicable Nasdaq listing standards. The Compensation Committee determines the compensation of the Chief Executive Officer and all other executive officers. With respect to employees other than executive officers, the Compensation Committee oversees general compensation policies and reviews the annual incentive compensation structure. The Compensation Committee oversees our equity incentive and employee stock purchase plans. The Compensation Committee met seven times during fiscal 2025. The responsibilities of the Compensation Committee are set forth in the Compensation Committee Charter, a copy of which is available on the Investor Relations section of our website, www.digi.com. The Compensation Committee reviews its Charter annually and may recommend to the Board revisions to the Compensation Committee Charter to reflect changing circumstances and requirements. The processes and procedures used by the Compensation Committee for considering and determining executive and director compensation are described below under “Executive Compensation— Compensation Discussion and Analysis” starting on page 13.

Nominating and Governance Committee

We have a Nominating and Governance Committee, presently consisting of Mses. Heusinkveld (Chair) and West Hughes, and Messrs. Lazarakis and Naguib. The Board has determined that all members of the Nominating and Governance Committee are “independent” as that term is defined in the applicable Nasdaq listing standards. The Nominating and Governance Committee selects

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candidates as nominees for election as directors, advises the Board about the appropriate composition of the Board and its committees and oversees matters of corporate governance. In connection with this work, the Nominating and Governance Committee oversees succession planning for both the Board and our executive officers. This committee also oversees environmental and social responsibility matters, including our diversity and inclusion initiatives. The Nominating and Governance Committee met six times during fiscal 2025. The responsibilities of the Nominating and Governance Committee are set forth in the Nominating and Governance Committee Charter, a copy of which is available on the Investor Relations Section of our website, www.digi.com. The Nominating and Governance Committee reviews the Nominating and Governance Committee Charter annually and may recommend to the Board revisions to the Nominating and Governance Committee Charter to reflect changing circumstances and requirements.

Director Nominee Selection Process and Criteria

The Nominating and Governance Committee generally identifies director candidates based upon suggestions from current directors and senior management, recommendations by stockholders and/or use of a director search firm. Stockholders who wish to suggest qualified candidates should write to the attention of the Chair of the Board’s Nominating and Governance Committee: Digi International Inc., 9350 Excelsior Blvd., Suite 700, Hopkins, MN 55343. All recommendations should state in detail the qualification of such persons for consideration by the Nominating and Governance Committee and should be accompanied by an indication of the person’s willingness to serve. The Nominating and Governance Committee will consider candidates recommended by stockholders in the same manner that it considers all director candidates.

Candidates for director nominees are reviewed in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders. We do not have a formal policy regarding the consideration of diversity in identifying director nominees.

The Nominating and Governance Committee will consider, at a minimum, the following factors in nominating existing and potential new members of the Board, in addition to other factors it deems appropriate based on the current needs and desires of the Board:

● demonstrated character and integrity, an inquiring mind, experience at a strategy/policy setting level, sufficient time to devote to our affairs, and high-level managerial experience;

● whether the member/potential member is subject to a potentially disqualifying factor, such as relationships with competitors, customers, suppliers, contractors, counselors or consultants, or recent previous employment with us;

● the member’s/potential member’s independence;

● whether the member/potential member assists in achieving a mix of members on the Board that represents a diversity of background and experience;

● whether the member/potential member has general and strategic business management experience and financial experience with companies of a similar size that operate in the same general industry as us;

● whether the member/potential member, by virtue of particular experience, technical expertise, or specialized skills, will add specific value as a member of the Board; and

● any factors related to the ability and willingness of a new member to serve, or an existing member to continue his/her service.

Stockholder Communications with the Board

Stockholders may communicate with the Board by addressing correspondence to our principal executive office, identified above, Attention: Non-Executive Chairman. The Non-Executive Chairman will forward communications directed at particular members of the Board directly to those members. Communications directed to the Board in general will be handled by the Non-Executive Chairman.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised entirely of independent, outside directors. Mr. Heim (Chair), Ms. West Hughes, Dr. Khanuja, and Mr. Naguib served as members of the Compensation Committee during fiscal 2025. No member of this committee was at any time during fiscal 2025 an officer or employee of the Company or any of its subsidiaries or affiliates, or has had any relationship with our Company requiring disclosure in this proxy statement other than service as a director. None of our executive officers has served on the board of directors or on the compensation committee of any other entity whose officers served either on our Board or the Compensation Committee.

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Insider Trading Policy

The Company has adopted an Insider Trading Policy governing the purchase, sale and/or other disposition of our securities by directors, officers, employees, and other covered persons that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. It is also the policy of the Company that the Company will not engage in transactions in Company securities while in possession of material non-public information relating to the Company or its securities. A copy of our Insider Trading Policies and Procedures is filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC.

Audit and Non-Audit Fees

The following table presents fees for fiscal 2025 and 2024 for professional services performed by Deloitte & Touche LLP for the audit of our annual consolidated financial statements, the review of our interim consolidated financial statements for each quarter in fiscal 2025 and 2024, and all other services performed:

	Fiscal Year Ended September 30,
	2025		2024
Audit Fees	$986,690		$973,238
Audit-Related Fees	–		–
Tax Fees	4,115		4,115
All Other Fees	–		–
Total	$990,805		$977,353

The audit fees reported above relate to services performed by Deloitte & Touche LLP for fiscal 2025 and the fiscal year ended September 30, 2024 (“fiscal 2024”) for the audit of our annual consolidated financial statements, the review of our interim consolidated financial statements for each quarter in those fiscal years, the review of activity related to acquisitions, registration statements filed in connection with our equity compensation plan, and comment letters from the SEC. The tax fees above relate to the preparation of tax returns for a foreign subsidiary. The Audit Committee pre-approved all of the services described above pursuant to engagements that occurred in fiscal 2025 and 2024.

The Audit Committee’s current practice on pre-approval of services performed by the independent registered public accounting firm is to approve annually all audit services and each recurring permissible non-audit service to be provided by the independent registered public accounting firm during the fiscal year. In addition, the Audit Committee may pre-approve other non-audit services during the year on a case-by-case basis and delegates authority to grant such pre-approvals during the year between Audit Committee meetings to the Audit Committee chair. The Audit Committee reviews each non-audit service to be provided and assesses the impact of the service on the independent registered public accounting firm’s independence.

Report of the Audit Committee

The role of our Audit Committee, which is composed of four independent non-employee directors, is one of oversight of our management and our independent registered public accounting firm in regard to our financial reporting and our internal controls respecting accounting and financial reporting. The Audit Committee also considers and pre-approves any non-audit services provided by our independent registered public accounting firm to ensure that no prohibited non-audit services are provided by the independent registered public accounting firm and that the independent registered public accounting firm’s independence is not compromised. In performing its oversight function, the Audit Committee relies upon advice and information received in its discussions with our management and independent registered public accounting firm.

The Audit Committee has (i) reviewed and discussed our audited consolidated financial statements for the fiscal year ended September 30, 2025 with our management and with Deloitte & Touche LLP, our independent registered public accounting firm for such year; (ii) discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC regarding communication with audit committees; and (iii) received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche LLP their independence.

Based on the review and discussions with management and our independent registered public accounting firm referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 for filing with the SEC.

Christopher D. Heim
Valerie Heusinkveld
Satbir Khanuja, Ph.D.
Spiro C. Lazarakis (Chair)

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Environmental, Social and Governance Matters

We are committed to improving the economic, social, and environmental impacts of our business operations because we believe these initiatives are not only socially responsible but also sound practices that can drive more efficient and effective operations. Our Nominating and Governance Committee oversees our initiatives in these areas. We also maintain on our website an Environment, Social, and Governance Statement highlighting our initiatives in these areas.

Ethical Business Conduct

● We maintain a global code of business conduct that covers a broad range of ethical and legal business practices. Our employees are trained on various components of this code of conduct annually.

● We screen product orders in an effort to assure compliance with applicable export control laws as well as added screenings beyond the requirements of law in some instances for certain wireless products that can transmit over long distances.

● We review the practices of suppliers to assure they do not rely on slavery or child labor in their operations.

● We maintain a stringent anti-corruption compliance program, overseen by senior management, which includes:

o Due diligence of prospective distributors and resellers;

o Agreement by distributors and resellers to comply with applicable anti-corruption laws;

o Training for employees, distributors and resellers; and

o Annual compliance reviews for selected Digi offices as well as selected distributors and resellers.

● We use consistent pricing practices and apply pricing exceptions only in accordance with Company policy.

● To avoid potential entanglements in our business activities with political actors, we restrict all financial or in-kind political contributions, whether direct or indirect.

Environmental and Regulatory Commitments

We are committed to continual improvement in our product quality while meeting or exceeding the compliance requirements of all applicable laws and regulations and other voluntary requirements to which we subscribe. We incorporate numerous business practices that promote the efficient use of materials across our operations as well as environmental awareness among our employees, customers, suppliers and other key stakeholders. Among others, we have implemented the following measures in these areas:

● The operations of our assembly facilities in Eden Prairie, Minnesota and Sandy, Utah are ISO 14001-certified. Our corporate headquarters building, where sales, product management, engineering, administrative and IT personnel are employed, is LEED-certified.

● We require our suppliers to avoid the use of ozone-depleting substances, and, to our knowledge, our suppliers do not use ozone-depleting substances in our manufacturing and assembly operations. We maintain compliance with applicable environmental laws in our operations, including regulations such as Restriction of Hazardous Substances and Waste Electrical and Electronic Equipment.

● In our production and distribution facilities, we take care to isolate and properly dispose of computer waste products. Third-party experts regularly remove components and items with metals or potentially harmful chemicals for proper recycling and/or disposal. We also work with our contract manufacturing facilities around the world to implement and maintain leading environmental practices.

● We created the Green Tech Customer Innovation Awards to acknowledge and highlight customers that excel in the green technology field and offer advanced solutions for environmental issues. Each winner has used Digi solutions to build or deploy technologies supporting a greener world and stronger environmental stewardship. These companies have shown forward-thinking leadership and innovation in eco-friendly and environmentally safe applications.

● We endeavor to identify and minimize the use of conflict minerals in our products by using OECD due diligence guidance for managing the conflict minerals supply chain. We work with suppliers to follow socially responsible policies that ensure materials supplied to us have the highest possible likelihood of being conflict-free. Although we have no direct contact or control of smelters in our supply chain, our due diligence has indicated that we neither support nor source materials from smelters located in the DRC conflict zone.

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Advancing Inclusion as well as Personal Advancement of and Commitment to Our Employees

We have established three core pillars to guide our commitment to Inclusion: Culture of Inclusion, Talent, and Community Impact. We pursue this mission through a variety of initiatives:

● Our IDEA committee, a committee of Digi employees that consults with our Executive Team, focuses on a workplace culture, and strives to create a workplace where all employees feel respected and included. We believe this cultural value leads to an environment where employees feel compelled to contribute to the success of our business.

● We are governed by a diverse seven-member board of directors.

● We strive to create a respectful work environment characterized by mutual trust and the absence of intimidation, oppression, discrimination, and exploitation.

● For over 30 years, we have hosted the annual Digi International Wormburner golf event and fundraiser to raise money for organizations that reflect Digi’s passion for serving our communities. In 2025, we raised over $61,500 for organizations that support youth and families, along with disaster relief programs.

● We provide tuition reimbursement to employees for continuing education classes that contribute to their personal and professional growth and paid parental leave to equitize paid benefit leaves across the US employee base.

We demonstrate commitment to our employees. We not only provide competitive salaries but also offer a distinctive Total Rewards package. This package includes a new hire equity award, paid parental leave, open paid time off, a hybrid work environment, medical as well as health and well-being offerings and, for US-based employees, a 401k plan with Company matching and an employee stock purchase plan. In certain instances, not all employees qualify for all of these offerings due to legal restrictions because of where they reside or work. We also conduct periodic anonymous surveys to gauge employee engagement and satisfaction. Management reviews the results of these surveys with our employees to gain insights on how to improve these metrics.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis (sometimes referred to in this proxy statement as the “CD&A”):

● describes our compensation philosophy, objectives and programs for our named executive officers (referred to elsewhere in this CD&A as “Named Executives”);

● describes the process used to determine our compensation program elements and targets; and

● provides details of each element of our Named Executive compensation program, including targeted and actual compensation for fiscal 2025.

For fiscal 2025, our Named Executives were:

● Ronald E. Konezny, Chief Executive Officer and President;

● James J. Loch, Executive Vice President, Chief Financial Officer and Treasurer;

● David H. Sampsell, Executive Vice President, Corporate Development, General Counsel and Corporate Secretary;

● James E. Freeland, Senior Vice President, Chief Information Officer; and

● Terrence G. Schneider, Senior Vice President, Supply Chain Management.

Executive Summary

Our compensation philosophy is built on a foundation of pay-for-performance and rewards Named Executives for positive developments in the results of our Company and the price of our common stock over time. Below is a comparison of our total stockholder return (“TSR”) for the past one, three and five most recently completed fiscal years as compared to the median TSR for the same periods of our fiscal 2025 peer group as described below in the CD&A (our “Peer Group”).

Data Source: Yahoo Finance, Adjusted Closing Price(s)

Below is a summary of the key decisions impacting fiscal 2025 compensation for the Named Executives:

● Base pay was consistent with general market practices and within pay levels of our comparable Peer Group. Base salary increases are considered for Named Executives based on competitive market pay levels and individual performance. When base pay was set for fiscal 2025, base salaries for all the Named Executives were increased. The fiscal 2025 annual cash incentive plan design remained unchanged from fiscal 2024. See the discussion starting on page 17 for information regarding base salaries and cash compensation for fiscal 2025.

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● Time based restricted stock unit (“RSU”) grants and performance based restricted stock unit (“PSU”) grant values were awarded based on market practices, fiscal 2025 performance against our goals, our relative performance against our Peer Group, executive performance, retention goals, individual potential and our desire to incent Named Executives for the long-term with equity awards that require our share price to increase to create value and align the interests of Named Executives with our stockholders. In fiscal 2021 and fiscal 2022, ten percent of the value of Mr. Konezny’s long-term equity awards were granted in the form of PSUs that only vest if the Company meets certain performance objectives during a three-year period. In fiscal 2023, the Company implemented PSUs for Mr. Konezny and the other Named Executives, whereby their long-term incentive amount transitioned to 50% RSUs and 50% PSUs. This structure of PSU grants was continued in fiscal 2024 and fiscal 2025. Under this structure our CEO and Executive Vice Presidents may achieve a maximum of 200% of target PSUs, and Senior Vice Presidents may achieve a maximum of 100% of granted PSUs.

As discussed in further detail in this CD&A, we believe we exercise sound executive compensation management practices, including:

● independent general oversight of compensation programs by our Compensation Committee and their use of external consultants as needed;

● balanced compensation programs that emphasize pay-for-performance, alignment with stockholder value creation, and attraction and retention of key talent without creating undue risk;

● maintaining stock ownership guidelines since 2014;

● maintaining a clawback policy since 2014, the expansion of the scope of our clawback policy in December 2020 to include performance-based equity awards, and the adoption of a new clawback policy in November 2023 to comply with new Nasdaq listing rules;

● competitive compensation levels that are supported by our Peer Group compensation practices; and

● multiple compensation program elements that emphasize short- and long-term business strategies and performance.

Fiscal 2025 “Say-on-Pay” Advisory Vote on Executive Compensation

At our annual stockholders meeting held on February 3 2025, nearly 95% of the votes cast approved, on an advisory basis, the compensation of our Named Executives as disclosed in the proxy statement for that annual meeting. Our Compensation Committee has considered the results of that vote in its subsequent deliberations, and no changes have been made in compensation policies or practices as a result of the vote because of the stockholder support for our executive compensation evidenced by the voting results.

Compensation Philosophy

The philosophies that drive our compensation program design and objectives are:

● incent Named Executives to advance the Company’s business and financial objectives through a “pay-for-performance” culture that ties the compensation of our Named Executives to the performance of the individual, the Company, and the price of our common stock;

● attract and retain qualified executive talent by providing competitive compensation packages;

● align Named Executive focus on Company financial performance and stockholder value creation by providing balanced compensation programs. Balance is achieved through plans that reward the advancement of long-term strategic business objectives and annual financial objectives; and

● ensure that the design of our compensation program does not encourage Named Executives to take unnecessary or undesirable risks.

Responsibility for Determining Executive Compensation

Our Compensation Committee (referred to in this CD&A as the “Committee” or “Compensation Committee”) reviews and approves all executive compensation programs and the specific compensation arrangements with each of our Named Executives. The Committee also provides general oversight of our compensation plans. The Committee is composed of four independent, non-employee directors as defined by the SEC and Nasdaq. The Committee maintains responsibility for overseeing the independence of any compensation consultant that it retains. A brief summary of the role of the Committee is found in “Committees of the Board and Meeting Attendance” above.

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The Committee periodically retains the services of a third-party consultant to provide guidance and recommendations on compensation strategy, program design, Peer Group selection, and market compensation trends. Members of management participate in Committee meetings at the Committee’s request. Presently our Vice President of Human Resources, who reports to our Chief Financial Officer, oversees our human resources department and, together with other members of the human resources department, contributes analysis on market trends, Peer Group compensation levels and compensation levels of companies in our broad technology industry category to the Committee. Our Chief Executive Officer provides recommendations on the compensation of other Named Executives. Our Executive Vice President, Corporate Development, General Counsel and Corporate Secretary generally serves as Secretary of Committee meetings.

Compensation Determination Process

Compensation targets are set for each Named Executive based on a number of factors, including:

● compensation levels of comparable positions at companies in our Peer Group and our broad technology industry with comparable annual revenues and market caps;

● each Named Executive’s performance against annual objectives;

● the qualifications of the Named Executive and the potential for positive performance in the future;

● the achievement of strategic goals to which the Named Executive is held accountable;

● the recommendations of the Chief Executive Officer (except with respect to his own compensation); and

● current financial conditions, goals and performance of the Company.

Compensation Benchmarking

To determine a range of competitive compensation for comparable jobs, the Committee reviews compensation data for a group of peer companies. The Committee also considers third-party survey data of companies in our broad technology industry category with comparable annual revenues to supplement Peer Group data.

Cash Compensation

The Committee generally sets base salaries for Named Executives to fall between the 25^th and 60^th percentile of comparable positions at Peer Group companies. Determination of the base salary level is based on the compensation determination factors listed above, with specific focus on the nature of the position, the Named Executives’ skills and potential, as well as past performance results. Currently, the base salaries of our Named Executives comprise 48% to 71% of their total annual cash compensation target, which places significant emphasis on annual incentive compensation. This supports our pay-for-performance philosophy as the Company will need to meet or exceed Company financial targets for Named Executives to realize their full annual cash compensation potential. Total cash compensation, when earned, is targeted to result in Named Executive total cash compensation falling on average between the 25^th and 75^th percentile of the comparable Peer Group positions if all financial metrics associated with annual incentive compensation are achieved or exceeded. By design, actual total cash compensation for Named Executives could fall below this range if we do not achieve all of our financial metrics in the fiscal year and could fall above this range if we exceed our financial metrics in the fiscal year.

Equity Compensation

The Committee historically has awarded stock options and RSUs to Named Executives. Starting in fiscal 2023, the Committee stopped granting stock options and began awarding PSUs in addition to RSUs to all Named Executives. The grant date target values of all of these awards are based on the following factors:

● the value of equity awards within our Peer Group for comparable positions;

● each Named Executive’s past performance and potential for the Named Executive to contribute to Company success in the future; and

● the strategic impact of the Named Executive’s position and necessity to retain the Named Executive.

Excluding new hire equity awards, target equity compensation award values for Named Executives in fiscal 2025 were generally within the 25^th and 75^th percentiles of Peer Group long-term incentive amounts.

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Compensation Benchmarking for Fiscal 2025 Compensation

For fiscal 2025, the Committee leveraged a combination of internal Digi compensation resources, prior year data from Radford Consulting, a business unit of AON (“Radford”), and certain information from a compensation database maintained by Radford to which we subscribe to provide a competitive analysis of the base salary, annual cash incentives and equity incentive elements and levels for our Named Executives. This analysis consisted of:

● a comparison of our compensation elements and levels against the Peer Group to determine our overall market percentile position on each element as well as our total cash compensation and total equity compensation; and

● a comparison of our compensation elements and levels against companies in our broad technology industry category based on data obtained from an independent third-party compensation survey published by Radford.

The broader survey data contained information for high technology companies in our broader industry and revenue categories and was used in conjunction with the Peer Group data.

For fiscal 2025, our Peer Group, based on our business model, financial metrics, and appropriate competitors within our general market, did not change from our fiscal 2024 peer group. Our final fiscal 2025 peer group consisted of:

ADTRAN Holdings, Inc. (Nasdaq: ADTN)	Extreme Networks Inc. (Nasdaq: EXTR)
A10 Networks, Inc. (NYSE: ATEN)	Harmonic Inc. (Nasdaq: HLIT)
Agilysys Inc. (Nasdaq: AGYS)	Impinj, Inc. (Nasdaq: PI)
Aviat Networks, Inc. (Nasdaq: AVNW)	InterDigital Inc. (Nasdaq: IDCC)
Calix, Inc. (NYSE: CALX)	KVH Industries Inc. (Nasdaq: KVHI)
Cambium Networks Corporation (Nasdaq: CMBM)	Napco Security Technologies, Inc. (Nasdaq: NSSC)
Clearfield, Inc. (Nasdaq: CLFD)	NetScout Systems Inc. (Nasdaq: NTCT)
Comtech Telecommunications Corp. (Nasdaq: CMTL)	Ribbon Communications Inc. (Nasdaq: RBBN)
Dasan Zhone Solutions Inc. (OTC: DZSIQ)	Semtech Corp (Nasdaq: SMTC)

Compensation Benchmarking for Fiscal 2026 Compensation

During fiscal 2025 with respect to fiscal 2026 compensation planning, the Committee retained Radford Consulting to provide a competitive analysis of the base salary, annual cash incentives and equity incentive elements and levels for our Named Executives and to provide recommendations on competitive benchmark data for our executive positions, peer group and industry trends on compensation plan design. This analysis consisted of:

● a comparison of our compensation elements and levels against the peer group applied for fiscal 2025 to determine our overall market percentile position on each element as well as our total cash compensation and total equity compensation; and

● a comparison of our compensation elements and levels against companies in our broad technology industry category based on data obtained from an independent third-party compensation survey published by Radford.

The broader survey data contained information for high technology companies in our broader industry and revenue categories and was used in conjunction with the peer group data.

The Committee reviewed our fiscal 2026 peer group to assess whether modifications were appropriate based on our business model, financial metrics, and appropriate competitors within our general market. Based on that review, Applied Optoelectronics Inc., Arlo Technologies Inc., Globalstar, Inc., Gogo Inc., NETGEAR, Inc., and PAR Technology Corporation were added to our peer group for fiscal 2026. The final peer group for fiscal 2026 therefore consisted of:

ADTRAN Holdings, Inc. (Nasdaq: ADTN)	Globalstar, Inc. (Nasdaq: GSAT)
A10 Networks, Inc. (NYSE: ATEN)	Harmonic Inc. (Nasdaq: HLIT)
Agilysys Inc. (Nasdaq: AGYS)	Impinj, Inc. (Nasdaq: PI)
Applied Optoelectronics Inc. (Nasdaq: AAOI)	InterDigital, Inc. (Nasdaq: IDCC)
Arlo Technologies Inc. (NYSE: ARLO)	Napco Security Technologies, Inc. (Nasdaq: NSSC)
Aviat Networks, Inc. (Nasdaq: AVNW)	NETGEAR, Inc. (Nasdaq: NTGR)
Calix, Inc. (NYSE: CALX)	NetScout Systems Inc. (Nasdaq: NTCT)
Clearfield, Inc. (Nasdaq: CLFD)	PAR Technology Corporation (NYSE: PAR)
Extreme Networks Inc. (Nasdaq: EXTR)	Ribbon Communications Inc. (Nasdaq: RBBN)
Gogo Inc. (Nasdaq: GOGO)	Semtech (Nasdaq: SMTC)

Cambium Networks Corporation, Comtech Telecommunications Corp., and KVH Industries Inc. were removed because their characteristics no longer aligned with our selection criteria. Dasan Zhone Solutions Inc. was liquidated during 2025.

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Compensation Program Elements

Total Cash Compensation

To determine the allocation of compensation among each of our cash compensation program elements, we consider the practices of companies within our Peer Group as well as our compensation philosophy of maintaining a strong pay-for-performance environment. The portion of the Named Executive’s total cash compensation dependent on annual incentive differs by position and seeks to reward employee performance that can drive financial performance and growth while also assuring roles that oversee monitoring and managing operating risks are not encouraged to take excessive risks.

Target total cash compensation for Named Executives in fiscal 2025 was:

Name	Annual Base Salary ($)	Target Annual Cash Incentive ($)	Target Annual Cash Incentive as % of Base Salary (%)	Target Total Cash Compensation ($)
Ronald E. Konezny	587,000	645,700	110	1,232,700
James J. Loch	420,000	210,000	50	630,000
David H. Sampsell	350,000	175,000	50	525,000
James E. Freeland	325,000	130,000	40	455,000
Terrence G. Schneider	300,000	120,000	40	420,000

Base Salaries

Base salary levels reflect the Committee’s compensation philosophy of providing compensation, as appropriate, that is contingent on the achievement of performance objectives while providing a market competitive level of salary that will allow us to attract and retain talent. This translates to base salary levels for our Named Executives that fall roughly between the 25^th and 60^th percentile of our Peer Group. Base salaries are reviewed annually but are not automatically increased. Adjustments are approved by the Committee based upon changes in competitive market data and the compensation determination factors listed earlier in this CD&A.

Based on economic factors of the business, our competitive market analysis for each position and the individual’s past performance, base salaries for our Named Executives for fiscal 2025 who received raises were increased in amounts varying from 3.6% to 8.3%. The increases were determined based on our competitive market analysis for each position and each individual’s performance during fiscal 2024.

Name	Fiscal 2025 ($)	Fiscal 2024 ($)	Increase (%)
Ronald E. Konezny	587,000	566,500	3.6
James J. Loch	420,000	405,000	3.7
David H. Sampsell	350,000	325,000	7.7
James E. Freeland	325,000	300,000(a)	8.3
Terrence G. Schneider	300,000	285,000	5.3

(a) Mr. Freeland joined the Company in February 2024 and his salary was pro-rated accordingly. This figure represents his annualized fiscal 2024 salary.

For fiscal 2026, base salaries for Named Executives were increased in amounts varying from 3.1% to 7.1%. The increases were determined based on our competitive market analysis for each position and each individual’s performance for the prior fiscal year.

Annual Cash Incentive Programs

Our annual cash incentive program provides Named Executives the opportunity to receive cash incentive payments depending on the degree to which we achieve or exceed annual financial goals. This incentive typically has been tied to achievement of revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”), subject to any appropriate adjustments. Starting in fiscal 2024, the incentive program was also tied to the achievement of annualized recurring revenue (as described further below, “ARR”). The program historically has required a minimum threshold of performance to earn any payment, and a maximum payment opportunity, which remained true for fiscal 2025. Named Executives only receive payments after the end of the fiscal year following the Committee’s review and approval of our financial results.

Cash incentive plan metrics and potential cash incentive amounts are determined by the Committee based upon elements of our board-approved operating plan for that year. In some years, the metrics have included other objective measurements of quarterly or annual financial success as approved by the Committee. The annual cash incentive component pays out based on performance if the Named Executive remains employed with us for the full year. In the event the employment of a Named Executive is terminated without cause during the year, payment of any annual incentive component will be based on their employment agreement. The Committee approves plan elements and targets that they believe will support continued growth and creation of stockholder value.

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The Committee also reserves the right to award discretionary cash bonuses based upon its assessment of a Named Executive’s performance and contributions.

Fiscal 2025 Cash Incentives

For fiscal 2025, the Committee established an annual cash incentive plan for Named Executives designed to incent and reward profitable growth of the Company. Performance measurements were established based on achievement of annual revenue, Adjusted EBITDA and annual recurring revenue (“ARR”) goals for the Company. Adjusted EBITDA is a non-GAAP financial measure that can be calculated from our audited financial statements by subtracting interest income net of interest expense located on our Consolidated Statements of Operations from income before income taxes and then adding depreciation of property, equipment and improvements and amortization of identifiable intangible assets and other assets, both of which are located on the Consolidated Statements of Cash Flows. Further adjustments are made by adding back non-cash stock compensation expense, restructuring and severance related charges, and certain transaction expenses, such as earnout payments, incurred in connection with acquisitions, divestitures or mergers. We use this metric because the Committee believes it provides a clearer view of operations that were ongoing throughout the entire fiscal year as well as a better comparison of performance year over year. ARR represents monthly revenue recognized from all billable subscription contracts of the Company measured at the end of any fiscal month multiplied by 12. When measured at the end of a fiscal year, ARR would be based on the monthly revenue recognized for the month of September. ARR is a key operating metric of the Company because it recurs without the need to make a new sale. This provides a stable base of revenue that typically comes with higher margins than sales not based on a subscription.

The annual cash incentive for fiscal 2025 was dependent on achievement of annual financial goals. The plan provided for payment, to the extent that goals were met for each of the three metrics, of an amount between 50% and 200% of target. The Committee applied threshold and target for each metric as well as the following weightings for each metric: ARR (40%), Adjusted EBITDA (30%) and annual revenue (30%). If the minimum threshold for a metric was achieved, a portion of the annual award was earned based upon the weighting of that metric. A maximum of up to 200% of the target award would have been achieved if each of the three metrics significantly exceeded the target. The Company believes that the target for each metric can be characterized as requiring strong yet attainable performance relative to the segment, while thresholds are more likely to be achieved.

The final annual incentive due was calculated based on annual results and performance against each of revenue, Adjusted EBITDA and ARR. Final payment was determined by measuring the performance of each metric against its weighting (as described above). The Named Executives’ target total cash incentive for the fiscal year was ratably measured against the weightings for each metric. If the threshold for a metric established by the Committee was not met, then no payment for that metric was made. If the goal for a metric was met then a payment equal to the target total cash incentive multiplied by the weighting for that metric was earned. If the goal for a metric was exceeded significantly, then a payment up to double the target payout for that metric could have been earned. The goals for each of the components of the annual cash incentive plan were set and measured exclusive of the impact of any acquisitions we closed during the fiscal year. The Committee reserved authority to adjust the total incentive payout by up to 25% upwards or downwards based on individual performance, but the Committee did not exercise such discretion.

The ARR and Adjusted EBITDA thresholds established by the Committee were satisfied, and eligible Named Executives received a payment for those metrics. The annual revenue threshold established by the Committee was not satisfied and Named Executives received no payment for this metric. No metric exceeded its target goal. Set forth below are the threshold and target performance levels along with our actual performance for fiscal 2025 (dollar amounts in millions):

Metric	Threshold ($)	Target ($)	Maximum ($)	Actual ($)	Weighting (%)	Incentive Payout (%)
Revenue	402.6	423.8	466.1	425.9	30	31.5
Adjusted EBITDA(a)	93.2	98.1	107.9	108.0	30	60.0
ARR	121.0	124.8	137.2	129.6	40	55.5
					Total:	147.0

(a) Adjusted EBITDA as used for the cash incentive plan is a non-GAAP financial measure that can be calculated from our audited financial statements. Our methodology for calculating Adjusted EBITDA is described above in more detail. We use this metric because the Committee believes it provides a clearer view of operations that were ongoing throughout the entire fiscal year as well as a better comparison of performance year over year. The Company believes that the target level goals can be characterized as requiring strong yet attainable performance relative to the segment, while threshold goals are more likely to be achieved.

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Actual cash incentives earned for fiscal 2025 were:

Name	Total Target Cash Incentive ($)	Actual Cash Incentive Earned ($)	Percentage of Total Target Cash Incentive Earned (%)
Ronald E. Konezny	645,700	949,179	147.0
James J. Loch	210,000	308,700	147.0
David H. Sampsell	175,000	257,250	147.0
James E. Freeland	130,000	191,100	147.0
Terrence G. Schneider	120,000	176,400	147.0

A detailed analysis of our financial and operational performance is contained in the Management’s Discussion & Analysis section of our 2025 Annual Report on Form 10-K filed with the SEC.

Fiscal 2026 Cash Incentives

For fiscal 2026, the Committee has established an annual cash incentive plan for Named Executives designed to incent and reward profitable growth of the Company. Performance will be measured based on achievement of annual revenue, Adjusted EBITDA and ARR goals for the Company.

The annual cash incentive for fiscal 2026 has a provision for payment between 50% and 200% of target if annual financial goals are met. Three metrics each have a threshold, target and maximum goal with a weighting established for each metric: ARR (40%), Adjusted EBITDA (30%) and annual revenue (30%). Upon achievement of the minimum threshold for a metric a portion of the annual award will be earned based on the weighting of that metric. A maximum of up to 200% of the target can be achieved if each of the three metrics is achieved at or beyond maximum performance.

The actual annual incentive due will be calculated based on annual results and performance against each of the revenue, ARR and Adjusted EBITDA goals. This final payment amount will be determined by multiplying the Named Executives’ target total cash incentive for the fiscal year by the multiplier based on the performance of each of these metrics. The components of the annual cash incentive plan all will be measured exclusive of the impact of any acquisitions activity we may complete during the fiscal year. The Committee can adjust any individual’s incentive payout by up to 25% upwards or downwards based on individual performance.

Equity Incentive Compensation

Equity incentive compensation is designed to reward demonstrated performance and leadership, motivate future superior performance that drives overall Company growth, aligns the interests of the Named Executive with our stockholders, and allows us to attract and retain talent through the long-term reward potential of this program. These awards seek to align our equity incentive compensation with market practices and support our compensation philosophy as above described.

In fiscal 2025, Named Executives received 50% of their equity incentive grants in PSUs and 50% in RSUs. The Compensation Committee grants a portion of equity awards in PSUs, primarily because PSUs vest based upon the achievement of one or more operating metrics as opposed to vesting only based on continued employment.

Equity awards are made to Named Executives annually and on other dates that generally correspond to the Named Executive’s start date with us, promotions, or as acknowledgement for extraordinary performance. Equity award amounts historically have been based upon competitive equity compensation within our Peer Group and/or survey group along with the above listed individual factors. Existing ownership levels generally are not a factor in award determinations as we do not want to discourage Named Executives from accumulating Digi stock. However, the Committee may take into consideration a Named Executive’s previous equity awards and may approve larger awards in certain circumstances, such as to newer Named Executives with less equity by reason of their shorter tenure.

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Fiscal 2025 Equity Awards

For fiscal 2025, the Committee reviewed equity and long-term incentive practices of equivalent positions within our Peer Group, and for certain positions, the practices within the broader survey group. The Committee approved equity awards with a grant date target value generally falling between the 25^th and 75^th percentile of reported equity and long-term incentive awards for the most recent fiscal year of companies in our Peer Group and our broad technology industry category. The selection of award size between the 25^th and 75^th percentile was based on the Company’s fiscal 2024 performance and the factors listed above, most notably, individual performance, long-term potential and retention goals. The Company delivered the equity award value 50% in RSUs and 50% in PSUs. The Company divides the intended value of RSU awards, and target value of PSU awards by the six-month average market closing price of our stock prior to the date of the final approval of the RSU and PSU awards, which was $27.10 per share as of November 26, 2024, to determine the total number of RSUs, and the target number of PSUs. Accordingly, the following RSU and PSU awards were granted to the Named Executives on November 26, 2024:

Name	Restricted Stock Units (#)	Performance Stock Units at Target (#)(a)
Ronald E. Konezny	35,277	35,277
James J. Loch	16,052	16,052
David H. Sampsell	8,764	8,764
James E. Freeland	5,997	5,997
Terrence G. Schneider	6,274	6,274

(a) Messrs. Konezny, Loch and Sampsell, as our CEO and Executive Vice Presidents, are eligible to receive up to double the target number of PSU shares based on the Company’s performance.

The PSUs granted are eligible to vest based on achievement of ARR over a three-year performance period consisting of fiscal 2025, fiscal 2026 and the fiscal year ending September 30, 2027 (“fiscal 2027”). If ARR exceeds an established performance goal in a given fiscal year during the performance period, the PSU award will pay out one-third of the target shares for that fiscal year. If ARR exceeds the performance goal for the first two fiscal years, then the PSU award will payout out two-thirds of the target shares (after deducting any shares earned for performance in an individual fiscal year). Similarly, if ARR exceeds the performance goal for all three fiscal years, then the PSU will payout all of the target shares. The Committee established ARR performance goals in November 2024 of $125.8 million for fiscal 2025, $138.4 million for fiscal 2026, and $152.0 million for fiscal 2027.

With respect to the same PSU awards, Messrs. Konezny, Loch and Sampsell each have an opportunity receive an increased payout so long as the Company’s TSR for the three-year performance period is greater than the TSR for the Russell 2000 Index for the same period. If that threshold TSR is achieved, then, as follows, the number of shares issued under the respective PSU at the end of fiscal 2027 will be subject to a multiplier based on the compound annual growth rate of the Company’s during the three-year performance period:

Compound Annual Growth Rate	Multiplier
Less than 2.5%	None
At least 2.5% and less than 5.0%	10%
At least 5.0% and less than 7.5%	25%
At least 7.5% and less than 10.0%	50%
At least 10%	100%

If any multiplier is triggered, then all additional PSUs will become vested as of the final scheduled vesting date for the PSU awards.

Based on actual ARR of $129.6 million for fiscal 2025, the Committee certified the vesting and settlement of one-third of the target PSUs on November 3, 2025, resulting in the issuance of 11,759 shares; 5,351 shares; 2,922 shares; 2,092 shares; and 1,999 shares to each of Messrs. Konezny, Loch, Sampsell, Freeland and Schneider, respectively. The remainder of the PSU awards are subject to performance for fiscal 2026 and fiscal 2027 and the remaining two- and three-fiscal year periods.

PSUs Granted in Fiscal 2023

As previously disclosed, during fiscal 2023, the Committee granted PSUs to Messrs. Konezny, Loch, Sampsell and Schneider that were eligible to vest based on achievement of ARR over a three-year performance period consisting of fiscal 2023, fiscal 2024 and fiscal 2025.

For fiscal 2025, because actual ARR of $129.6 million exceeded the one-year target of $ 125.8 million and the prior fiscal year’s target was already satisfied in full, Committee certified the vesting and issuance of out one-third of the target shares. Accordingly, Messrs. Konezny, Loch, Sampsell and Schneider received payouts of 7,783 shares; 3,892 shares; 1,816 shares; and 1,557 shares, respectively, on November 3, 2025.

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PSUs Granted in Fiscal 2024

As previously disclosed, during fiscal 2024, the Committee granted PSUs to Messrs. Konezny, Loch, Sampsell and Schneider that were eligible to vest based on achievement of ARR over a three-year performance period consisting of fiscal 2024, fiscal 2025 and fiscal 2026.

For fiscal 2025, because actual ARR of $129.6 million exceeded the one-year target of $125.8 million and the prior fiscal year’s target was already satisfied in full, Committee certified the vesting and issuance of one-third of the target shares. Accordingly, Messrs. Konezny, Loch, Sampsell, Freeland and Schneider received payouts of 8,598 shares; 4,144 shares; 2,201 shares; 1,683 shares and 2,007 shares, respectively, on November 3, 2025. The remainder of the PSU awards are subject to performance for fiscal 2026 and the remaining three-fiscal year period.

Perquisites

We do not provide our Named Executives with perquisites and benefits over and above the benefits that are available to all regular full-time employees, except for a $500,000 supplemental life insurance policy.

Employment Agreements

We have entered into employment agreements with our Named Executives to align their interests with stockholders and attract and retain executives by providing contractual arrangements that address the consequences of significant organization changes.

Ronald E. Konezny. We and Mr. Konezny are parties to an employment agreement dated November 26, 2014. The agreement entitles Mr. Konezny to an initial annual base salary, subject to review at least annually, which can be decreased only in connection with a uniform reduction affecting all of our senior executives proportionately, and participation in the Company’s annual cash incentive plan. The agreement also provides that if we terminate his employment without cause he will receive, subject to his execution of a release of claims: (1) severance pay at a rate equal to his base salary for a period of 12 months following termination, paid in installments on regular payroll dates during that period, (2) if Mr. Konezny continues his group health insurance coverage, we shall pay for the portion of the premium costs for such coverage that the Company pays for then active employees of the Company, at the same level of coverage that was in effect as of the termination date of his employment, for a period of 12 months thereafter, and (3) a pro rata portion of any bonus that would have been payable to him for the fiscal year during which his employment terminated, based on actual results against the annual objectives set by the Committee. Under the employment agreement, Mr. Konezny is entitled to a cash annual incentive bonus, provided that objectives set by the Committee are met. If some or all of the objectives are not met for a fiscal year, then the Committee shall determine the actual bonus earned based on actual performance against plan as determined through the Company’s annual cash incentive plan. If the objectives set by the Committee for a cash performance bonus are exceeded for a fiscal year, the Committee may, in its discretion, award Mr. Konezny a bonus in addition to any other bonus to which he is otherwise entitled.

James J. Loch. We and Mr. Loch are parties to a letter agreement dated May 1, 2019. The agreement provides for an initial base salary and participation in the Company’s annual cash incentive plan. Under this agreement, if Mr. Loch’s employment is terminated by us without cause at any time, he will be entitled to receive, subject to his execution of a release of claims, severance equal to 12 months’ base salary paid as a lump sum and a bonus that will be based on the number of months of service during the fiscal year in which his employment was terminated and our actual performance against any established performance objectives under our annual cash incentive compensation plan.

The letter agreement provided for two initial equity awards in connection with the commencement of Mr. Loch’s employment. On August 13, 2019, he received an option to purchase 100,000 shares of our common stock, which vested as to 25% of the shares on the first anniversary of the grant date and in 36 substantially equal monthly installments thereafter, with a term of seven years. He also received an RSU award in the amount of 53,663 shares of our common stock, which vested as to 25% of the shares on each of the first four anniversaries of the grant date. Both awards will vest as to all shares if his employment is terminated without cause or terminates for good reason within one year following a change in control.

David H. Sampsell. We and Mr. Sampsell are parties to a letter agreement dated April 8, 2011. The agreement provides for an initial base salary and participation in the Company’s annual cash incentive plan. The letter agreement provides that if Mr. Sampsell’s employment is terminated by us without cause at any time, he will be entitled to receive, subject to his execution of a release of claims, severance equal to six months’ base salary paid as a lump sum and a bonus that will be based on the number of months of service during the fiscal year in which his employment was terminated and our actual performance against any established performance objectives under our annual cash incentive compensation plan.

Terrence G. Schneider. We and Mr. Schneider are parties to a letter agreement dated May 9, 2016 and amended May 23, 2016. The letter agreement provides that if Mr. Schneider’s employment is terminated by us without cause at any time, he will be entitled to receive severance equal to six months’ base salary paid as a lump sum and a bonus that will be based on the number of months of service during the fiscal year in which his employment was terminated and our actual performance against any established performance objectives under our annual cash incentive compensation plan.

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James E. Freeland. We and Mr. Freeland are parties to a letter agreement dated January 29, 2024. The agreement provides for an initial base salary and participation in the Company’s annual cash incentive plan. The agreement also provides for an equity award in connection with the commencement of Mr. Freeland’s employment in an award grant value of $330,000, split between PSUs and RSUs. The letter agreement provides that if Mr. Freeland’s employment is terminated by us without cause at any time, he will be entitled to receive severance equal to six months’ base salary paid in a lump sum and a bonus based on the number of months of service in the fiscal year in which his employment was terminated and our actual performance against any established performance objectives under our annual cash incentive compensation plan.

Assessing Risk in our Executive Compensation Program

The Committee believes it has implemented an executive compensation program that provides our Named Executives with incentives to drive business and financial results, but not in a manner that encourages excessive or unnecessary risk-taking behaviors. The Committee, with input from management, assesses potential risks associated with compensation decisions and discusses them with the Board if warranted. To date, the Committee has not identified any incentive compensation features that encourage inappropriate risk-taking. This is demonstrated by the following features:

● having base salaries that are competitive;

● utilizing a rigorous process to establish annual financial performance metrics for our cash incentive plan that are challenging but achievable;

● for our annual cash incentives, utilizing more than one financial metric to determine payment under the plan. This assures Named Executives are not focused on limited aspects of business performance; and

● providing Named Executives with an opportunity for an annual equity award that vests over a period of three to four years. This equity accumulation opportunity incents Named Executives to take actions that promote longer term sustainability of our business.

Compensation Governance Policies

Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not have any formal policy that requires us to grant, or avoid granting, equity-based compensation to our executive officers at certain times. Consistent with our annual compensation cycle, the Compensation Committee typically grants annual equity awards to our executive officers in November of each year. The approximate dates for these awards are typically known more than a year in advance on a fairly consistent cadence year over year. While the 2021 Plan permits grants of stock options and stock appreciation rights, among other awards, we have not awarded stock options or stock appreciation rights to our executive officers since 2021.

The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date).

As a result, in all cases, the timing of grants of equity awards occurs independently of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation.

Clawback Policy

We adopted a clawback policy in compliance with Rule 10D-1 of the Exchange Act, the SEC regulations promulgated thereunder, and Nasdaq listing rules. Under the policy, the Company is required to recover from covered executive officers on a reasonably prompt basis the amount of any erroneously awarded incentive-based compensation resulting from an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. The policy applies to incentive-based compensation received by covered executive officers on or after October 2, 2023.

The Company’s previously adopted a clawback policy, which still applies to cash incentive awards and performance-based equity incentive awards received by covered executive officers prior to October 2, 2023, allows recoupment or repayment of any portion of such incentive payments to the extent we materially restated our consolidated financial statements because of our Company’s material noncompliance with applicable financial reporting requirements. In addition, under the prior clawback policy, if it is determined that any executive officer engaged in intentional misconduct or gross negligence that caused or contributed to the need for the restatement, then such executive officer must repay the entire amount of any incentive payment net of taxes paid or payable with respect to the forfeited payment.

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Stock Ownership Guidelines

We maintain stock ownership guidelines because the Board believes that it is in the best interest of the Company and our stockholders for non-employee directors and executive officers to have an equity interest in the Company in order to align their financial interests with those of our stockholders. Our Compensation Committee is responsible for monitoring the application of these guidelines.

The guidelines specify that each non-employee director and executive officer is expected to own shares of our common stock with a value at least equal to the amount shown in the following schedule:

Leadership Position		Value of Shares
Non-employee Director		1.5 × annual base salary (excluding any Board committee retainer)
Chief Executive Officer		1.5 × annual base salary
Executive Vice Presidents		0.5 × annual base salary
Senior Vice Presidents appointed by Board		0.5 × annual base salary

A covered individual has five years from the date he or she becomes subject to these guidelines (or any heightened ownership level under these guidelines) to achieve compliance with the applicable target value. Shares are counted toward the target value by including fully-vested outstanding shares of which the covered person is deemed to be the “beneficial owner” (pursuant to Section 16 under the Exchange Act) and by including shares subject to a stock option or stock appreciation right to the extent that the award is vested as to those shares and the award is “in-the-money” (i.e., the closing price of a share of the Company’s stock on the determination date exceeds the exercise price). Shares subject to a performance-based compensatory equity-based award of any kind that has not yet vested and shares subject to an RSU that has not yet vested are not counted.

The value of the shareholdings of a covered individual is based on the greater of (i) the closing price of a share of the Company’s common stock as of the most recent fiscal year end, or (ii) the “acquisition value” of the shares (the purchase price, if acquired in a market or other arm’s-length transaction, or its fair market value at the time the receipt of the share was taxable or the share was received in a gift transaction).

As of September 30, 2025, all non-employee directors and executive officers were either in compliance with the stock ownership guidelines or had made progress toward achieving the stock ownership guidelines within the five-year period before the guidelines become effective for them.

Tax Considerations

While the Committee is mindful of the benefit to us of the deductibility of compensation, the Committee continues to believe that stockholder interests are best served if its discretion and flexibility in structuring and awarding compensation is not restricted, even though some compensation awards may have resulted in the past, and are expected to result in the future, in non-deductible compensation expenses to the Company. The Committee’s ability to continue to provide a competitive compensation package to attract, motivate and retain the Company’s most senior executives is considered critical to the Company’s success and to advancing the interests of its stockholders.

Section 162(m) of the Internal Revenue Code (the “Code”) generally disallows a federal tax deduction to a public company for compensation in any tax year paid to certain covered individuals to the extent that the compensation to such employee exceeds $1 million.

Section 280G of the Code disallows a tax deduction by the Company with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Code Section 4999 imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Code Section 280G based on the executive’s prior compensation. We do not provide tax gross-ups on income attributable to payments that are deemed made in connection with a change in control.

Section 409A of the Internal Revenue Code also affects the payments of certain types of deferred compensation and includes requirements relating to when payments under such arrangements can be made, acceleration of benefits, and timing of elections under such arrangements. Failure to satisfy these requirements will generally lead to an acceleration of the timing for including deferred compensation in an employee’s income, as well as a 20% penalty and interest.

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Report of the Compensation Committee

The Compensation Committee has reviewed the above Compensation Discussion and Analysis and discussed that analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in Digi’s Annual Report on Form 10-K for the year ended September 30, 2025 and this proxy statement. This report is provided by the following independent directors, who comprise the Compensation Committee:

Christopher D. Heim (Chair)
Satbir Khanuja, Ph.D.
Hatem H. Naguib
Allison West Hughes

Summary Compensation Table

The following summarizes the compensation for the fiscal years noted for the individuals who served at any time during our fiscal 2025 as Chief Executive Officer or Chief Financial Officer as well as our other three most highly compensated officers for fiscal 2025 (whom we have referred to in the CD&A and here as the “Named Executives”).

Name and Principal Position	Fiscal Year	Salary(a) ($)	Stock Awards(b) ($)	Non-Equity Incentive Plan Compensation(c) ($)	All Other Compensation(d) ($)	Total ($)
Ronald E. Konezny	2025	583,846	3,454,324	949,179	14,775	5,002,124
President and Chief Executive Officer	2024	563,962	1,902,750	423,742	14,575	2,905,029
	2023	542,308	6,914,355	1,210,000	13,975	8,680,638
James J. Loch	2025	417,692	1,571,812	308,700	15,271	2,313,476
Executive Vice President, Chief Financial Officer and Treasurer	2024	400,385	917,035	137,700	15,133	1,470,253
	2023	371,154	1,830,838	375,000	13,979	2,590,972
David H. Sampsell	2025	346,154	858,171	257,250	13,889	1,475,464
Executive Vice President of Corporate Development, General Counsel and Corporate Secretary	2024	323,462	487,177	110,500	13,530	934,669
	2023	312,692	1,071,269	315,000	10,360	1,709,322
James E. Freeland(e)	2025	321,154	391,484	191,100	13,853	917,591
Senior Vice President, Chief Information Officer	2024	184,615	325,308	50,164	6,923	567,010
Terrence G. Schneider	2025	297,692	409,567	176,400	8,178	891,837
Senior Vice President, Supply Chain Management	2024	283,462	248,359	77,520	8,966	618,307
	2023	272,692	379,846	220,000	9,582	882,120

(a) The “Salary” column presents the pre-tax base salary earned during the fiscal year.

(b) Stock awards include grants of RSUs and PSUs, both of which are described in the CD&A. The “Stock Awards” column presents the grant date fair value of RSUs and PSUs granted in the respective fiscal year as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). Accordingly, the grant date fair value for RSUs was determined by multiplying the number of restricted stock units by the closing stock price on the date of grant. The grant date fair value for PSUs are based on the outcome of the performance conditions at the target payout under each award. If the highest level of performance is achieved for all fiscal 2025 PSU awards, the maximum value of each NEO’s 2025 PSUs would be as follows: Mr. Konezny- $2,302,883; Mr. Loch - $1,047,875; Mr. Sampsell - $572,114; Mr. Freeland - $195,742; and Mr. Schneider - $204,783. For a description of the vesting terms of the stock awards, see the narrative disclosure under “Grants of Plan-Based Awards for Fiscal 2025” on page 25.

(c) The “Non-Equity Incentive Plan Compensation” column presents cash bonuses earned under our annual cash incentive plans during the fiscal years presented.

(d) Amounts shown in the “All Other Compensation” column for fiscal 2025 include:

Name	Year	Digi Contribution to 401(k) Plan   ($)	Supplemental Life Insurance Premiums ($)	Total  ($)
Ronald E. Konezny	2025	14,000	775	14,775
James J. Loch	2025	14,261	1,010	15,271
David H. Sampsell	2025	13,221	668	13,898
James E. Freeland	2025	13,853	–	13,853
Terrence G. Schneider	2025	7,058	1,120	8,178

(e) Mr. Freeland joined our Company in February 2024.

24 

Grants of Plan-Based Awards for Fiscal 2025

For services during fiscal 2025, the Named Executives received three types of plan-based awards: (1) cash-based awards under the annual incentive plan, (2) RSU awards granted on November 26, 2024, and (3) PSU awards granted on November 26, 2024.

Except as indicated in footnote (c) to the table below, each RSU vests in four substantially equal increments of 25% per year on the anniversary of the grant date. Footnote (b) to the table below describes vesting for PSUs. The annual cash incentive programs for fiscal 2025 are described beginning on page 17 and throughout the CD&A.

Name	Award Type	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(a)			Estimated Future Payouts Under Equity Incentive Plan Awards(b)		All Other Stock Awards: Number of Shares of Stock or Units(c) (#)	Grant Date Fair Value Stock Awards(d) ($)
			Threshold ($)	Target ($)	Maximum ($)	Target (#)	Maximum (#)
Ronald E. Konezny	AIP		322,850	645,700	1,291,400
	RSU	11/26/2024						35,277(e)	1,151,441
	PSU	11/26/2024				35,277	70,554		2,302,883
James J. Loch	AIP		105,000	210,000	420,000
	RSU	11/26/2024						16,052(e)	523,937
	PSU	11/26/2024				16,052	32,104		1,047,875
David H. Sampsell	AIP		87,500	175,000	350,000
	RSU	11/26/2024						8,764(e)	286,057
	PSU	11/26/2024				8,764	17,528		572,114
James E. Freeland	AIP		65,000	130,000	260,000
	RSU	11/26/2024						5,997(e)	195,742
	PSU	11/26/2024				5,997	5,997		195,742
Terrence G. Schneider..	AIP		60,000	120,000	240,000
	RSU	11/26/2024						6,274(e)	204,783
	PSU	11/26/2024				6,274	6,274		204,783

AIP=Annual incentive plan for fiscal 2025

RSU=Restricted stock unit award

PSU=Performance stock unit award.

(a) These columns present possible payments under the annual cash incentive plan for fiscal 2025. See the Summary Compensation Table for fiscal 2025 (under the column “Non Equity Incentive Plan Compensation”) for the actual amount paid to each Named Executive under the annual cash incentive plan. Threshold refers to the minimum amount payable upon achievement of the minimum performance levels required to earn any payment. Target refers to the amount payable if specified targets were reached. Maximum refers to the maximum payout possible under the plan.

(b) These columns present potential issuances of shares of common stock in settlement of performance stock unit awards granted under the 2021 Plan in fiscal 2025 and having a three-year performance period spanning fiscal 2025, fiscal 2026, and fiscal 2027. The number of shares to be issued is based on the degree to which we achieved specified ARR for each covered fiscal year, subject in the case of grants to Messrs. Konezny, Loch and Sampsell to a potential multiplier based on a threshold TSR and revenue CAGR over the three-fiscal year performance period. See “Equity Incentive Compensation” in the CD&A for the performance goals.

(c) The RSUs reflected in this column are subject to accelerated vesting if the award is not assumed or replaced in connection with a change in control, or if the award is so assumed or replaced, if the Named Executive’s employment is terminated without cause by the successor or for good reason by the Named Executive within 12 months following a change in control.

(d) This column shows the full grant date fair value under authoritative guidance issued by ASC 718 of the stock options, RSUs and PSUs on the date of grant.

(e) Scheduled to vest as to 25% of the shares on the first, second, third, and fourth anniversaries of the date of grant unless earlier accelerated or terminated pursuant to their terms.

25 

Outstanding Equity Awards at Fiscal 2025 Year-End

The table below provides information on each Named Executive’s outstanding equity awards as of September 30, 2025. The equity awards consist of stock options, RSUs and PSUs. The market value of each share underlying an RSU and PSU that had not vested equaled $36.46, which was the closing price of our common stock on September 30, 2025 (the last trading day of the fiscal year).

		Option Awards(a)				Stock Awards
						Restricted Stock Units(b)		Performance Stock Units
		Number of Securities Underlying Unexercised Options (#)		Option Exercise Price ($)	Option Expiration Date	Units of Stock That Have Not Vested (#)	Mkt. Value of Units That Have Not Vested ($)	Units of Stock That Have Not Vested (#)	Mkt. Value of Units That Have Not Vested ($)
		Exercisable	Unexercisable
Ronald E. Konezny	11/26/2024					35,277	1,286,199
	11/26/2024							35,277(c)	1,286,199
	11/22/2023					19,344(d)	705,282
	11/22/2023							17,195(e)	626,930
	11/29/2022					11,675	425,671
	11/29/2022					100,000(f)	3,646,000
	11/29/2022							31,134(g)	1,135,146
	11/30/2021		2,527	$21.53	11/30/2028
	11/30/2021	58,127		$21.53	11/30/2028
	11/30/2021					6,955(d)	253,579
James J. Loch	11/26/2024					16,052	585,256
	11/26/2024							26,052(c)	949,856
	11/22/2023					9,323	339,917
	11/22/2023							8,287(e)	302,144
	11/29/2022					10,000(h)	364,600
	11/29/2022					5,838	212,853
	11/29/2022							19,460(g)	709,512
	11/30/2021	32,293	1,404	$21.53	11/30/2028
	11/24/2020	35,456	–	$16.75	11/24/2027
	11/27/2019	38,889	–	$17.94	11/27/2026
	8/13/2019	100,000	–	$13.76	8/13/2026
David H. Sampsell	11/26/2024					8,764	319,535
	11/26/2024							17,528(c)	639,071
	11/22/2023					4,953(d)	180,586
	11/22/2023							11,006(e)	401,279
	11/29/2022					10,000(h)	364,600
	11/29/2022					2,724	99,317
	11/29/2022							7,265(g)	264,882
	11/30/2021	8,424	628	$21.53	11/30/2028
	11/24/2020	4,727	–	$16.75	11/24/2027
	11/27/2019	22,222	–	$17.94	11/27/2026
James E. Freeland	11/26/2024					5,997	218,651
	11/26/2024							5,997(c)	218,651
	5/6/2024					4,516(d)	164,653
	5/6/2024							4,014(e)	146,350
Terrence G. Schneider	11/26/2024					6,274	228,750
	11/26/2024							6,274(c)	228,750
	11/22/2023					3,787(d)	138,074
	11/22/2023							3,366(e)	122,724
	11/29/2022					2,335	85,134
	11/29/2022							1,557(g)	56,768
	11/30/2021	12,421	540	$21.53	11/30/2028
	11/24/2020	14,182	–	$16.75	11/24/2027
	11/27/2019	16,667	–	$17.94	11/27/2026

(a) Unless otherwise noted, all options are scheduled to vest as to 25% of the shares on the first anniversary of the date of grant and thereafter in 36 equal monthly installments unless earlier accelerated or terminated pursuant to their terms.

(b) Unless otherwise noted, all RSUs are scheduled to vest as to 25% of the shares on each anniversary of the date of grant unless earlier accelerated or terminated pursuant to their terms.

(c) Represents shares underlying PSUs eligible to vest based on achievement of ARR over a three-fiscal year performance period consisting of fiscal 2025, fiscal 2026 and fiscal 2027. 50% of the shares underlying PSUs held by Messrs. Konezny, Loch and Sampsell are eligible to vest based on achievement of Relative TSR target during the performance period. See “Fiscal 2025 Equity Awards” for additional details regarding the vesting conditions and timing.

(d) Scheduled to vest as to 25% of the shares on the first anniversary of the date of grant and thereafter in 36 monthly installments.

(e) Represents shares underlying PSUs eligible to vest based on achievement of ARR over a three-year performance period consisting of fiscal 2024, fiscal 2025 and fiscal 2026. 50% of the shares underlying the PSUs are eligible to vest based on achievement of Relative TSR target during the performance period.

(f) Scheduled to vest as to 60,000 shares on the third anniversary of the date of grant, 20,000 shares on the fourth anniversary of the date of grant, and 20,000 shares on the fifth anniversary of the date of grant.

(g) Represents shares underlying PSUs eligible to vest based on achievement of ARR over a three-fiscal year performance period consisting of fiscal 2023, fiscal 2024 and fiscal 2025. 50% of the shares underlying PSUs are eligible to vest based on achievement of Relative TSR target during the performance period.

(h) Scheduled to vest as to 100% of the shares on the third anniversary of the date of grant.

26 

Options Exercised and Stock Vested During Fiscal 2025

The table below provides information regarding stock option exercises by the Named Executives and RSUs and PSUs vested during the fiscal year ended September 30, 2025.

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(a)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(b) ($)
Ronald E. Konezny	334,918	6,395,618	50,074	1,592,829
James J. Loch	–	–	22,489	713,834
David H. Sampsell	18,750	358,688	10,638	336,866
James E. Freeland	–	–	3,514	101,068
Terrence G. Schneider	12,500	274,630	8,982	284,973

(a) Represents the difference between the market value of the shares acquired upon exercise and the aggregate exercise price of the shares acquired.

(b) Represents the number of shares vested multiplied by the market value of the shares on the date they were vested.

27 

Potential Payments Upon Termination or Change in Control

As described above in the CD&A, we have entered into employment agreements and letter agreements with our Named Executives providing for severance benefits.

In addition, in certain circumstances, we may enter into separate transition or severance agreements with Named Executives to facilitate the orderly transition of their responsibilities upon their departure from the Company in a manner that is least disruptive to our organization. When entering into these agreements, the Committee considers market terms for these benefits, although the actual agreements are individually negotiated based on the circumstances of the executive being employed or retained. We have not entered into any new arrangements in fiscal 2025 with any of our Named Executives.

The table that follows provides the estimated additional payments and benefits that would be provided to our Named Executives or their beneficiaries under the employment agreements and equity compensation plans described above under various scenarios involving a termination of employment and/or a change in control, and assuming that the event(s) occurred on September 30, 2025. For these purposes, “cause” generally refers to acts by an executive that result in a felony conviction, willful non-performance of material employment duties, or willfully engaging in fraud or gross misconduct that is materially detrimental to our financial interests.

Compensation Element	Involuntary Termination Without Cause ($)	Death or Disability  (Single Trigger)  ($)	Change in Control (Double Trigger)(a) ($)
Severance(b)
Ronald E. Konezny	587,000		587,000
James J. Loch	420,000		420,000
David H. Sampsell	175,000		175,000
James E. Freeland	162,500		162,500
Terrence G. Schneider	150,000		150,000
Medical Benefit Continuation
Ronald E. Konezny	27,299		27,299
Pro Rata Bonus(c)
Ronald E. Konezny	949,179		949,179
James J. Loch	308,700		308,700
David H. Sampsell	257,250		257,250
James E. Freeland	191,100		191,100
Terrence G. Schneider	176,400		176,400
Accelerated Stock Options(d)
Ronald E. Konezny		37,728	37,728
James J. Loch		20,962	20,962
David H. Sampsell		9,675	9,675
James E. Freeland		–	–
Terrence G. Schneider		8,062	8,062
Restricted Stock Units(e)
Ronald E. Konezny			6,316,731
James J. Loch			1,502,626
David H. Sampsell			964,039
James E. Freeland			383,304
Terrence G. Schneider			451,958
Performance Stock Units(e)
Ronald E. Konezny			3,048,275
James J. Loch			1,961,512
David H. Sampsell			1,305,232
James E. Freeland			365,001
Terrence G. Schneider			408,243
Total
Ronald E. Konezny	1,563,478	37,728	10,966,212
James J. Loch	728,700	20,962	4,213,800
David H. Sampsell	432,250	9,675	2,711,196
James E. Freeland	353,600	–	1,101,905
Terrence G. Schneider	326,400	8,062	1,194,663

(a) Represents payments upon termination without cause or for good reason within 12 months following a change in control.

(b) Severance arrangements generally provide Messrs. Konezny and Loch with one year of base salary and all others with six months of base salary.

(c) Pro rata bonus is based on the number of months that the individual was employed during the year in which his employment was terminated and our actual performance against the annual objectives set by the Committee. For purposes of this presentation, since the assumed date of termination was September 30, 2025, the bonus amount shown for all executives is the actual cash incentive earned for all of fiscal 2025.

(d) Amounts represent intrinsic value of stock option awards as of September 30, 2025 for which the vesting could have been accelerated. The value entered is based on the difference between $36.46, the closing price of our Common Stock on September 30, 2025 (the last trading day of the fiscal year), and the option exercise price.

(e) Amounts represent the value of unvested RSUs and PSUs (at maximum payout) using closing price of $36.46 of our Common Stock on September 30, 2025 (the last trading day of the fiscal year).

28 

CEO Pay Ratio

For fiscal 2025, the annual total compensation for our Chief Executive Officer was $5,002,124, as reflected in the Summary Compensation Table appearing on page 24. We estimate that the median employee’s annual total compensation was $128,150 for fiscal 2025. This comparison results in a CEO Pay Ratio of 39:1.

This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K promulgated under the Exchange Act and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

We determined that there has been no change in either our employee population or our employee compensation arrangements from fiscal year 2024 that we believe would significantly impact our fiscal year 2025 pay ratio disclosure; therefore, we are using the same median employee identified for our fiscal year 2024 pay ratio disclosure.

Our median employee was identified on September 30, 2024. As of September 30, 2024, our employee population consisted of approximately 617 U.S. employees and 191 non-U.S. employees. As a result, our median employee was selected from an adjusted employee population of 807 employees (excluding our Chief Executive Officer).

In order to identify our median employee, we used a compensation measure that included base pay received during fiscal 2024 (on an annualized basis for permanent employees employed for less than the full fiscal year) plus actual bonuses and commissions earned and the aggregate grant date fair value of equity-based awards determined in a manner consistent with the Summary Compensation Table. To improve comparability, we did not include overtime wages in our compensation measure. Using this compensation measure, we selected the individual at the median of our employee population. We then calculated our median employee’s annual total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K.

29 

PAY VERSUS PERFORMANCE

The following table sets forth additional compensation information of our PEO and our other Named Executives (averaged) along with our total shareholder return (“TSR”), peer group TSR, Net Income and Adjusted EBITDA during each of fiscal 2021, fiscal 2022, fiscal 2023, fiscal 2024 and fiscal 2025. This information is disclosed per the requirements of Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K.

	Summary Comp. Table Total for PEO (a)(b) ($)	Compensation Actually Paid to PEO (a)(b) ($)	Avg. Summary Comp. Table for Other NEOs (a)(b) ($)	Avg. Comp. Actually Paid to Other NEOs (a)(b) ($)	Value of Initial Fixed $100 Investment Based On:		Net Income (million $)	Adjusted EBITDA(c) (million $)
					Company TSR(d) ($)	Peer Group TSR(d)(e) ($)
2025	5,002,124	5,723,863	1,399,592	1,460,392	233	146	40.8	108.4
2024	2,905,029	2,853,351	897,560	907,647	176	121	22.5	98.1
2023	8,680,638	5,157,171	1,565,302	910,236	196	98	24.8	96.5
2022	3,056,878	7,194,627	555,704	890,973	221	80	19.4	79.4
2021	2,427,405	4,322,591	765,929	1,010,845	135	110	10.4	48.3

(a) Our PEO and Other Named Executives for each reported fiscal year were:

Year	PEO	Other NEOs
2025	Ronald E. Konezny	James J. Loch, David H. Sampsell, James E. Freeland, and Terrence G. Schneider
2024	Ronald E. Konezny	James J. Loch, David H. Sampsell, Terrence G. Schneider, and James E. Freeland
2023	Ronald E. Konezny	James J. Loch, David H. Sampsell, Terrence G. Schneider, and Radha R. Chavali
2022	Ronald E. Konezny	James J. Loch, David H. Sampsell, Terrence G. Schneider, Radha R. Chavali, Tracy L. Roberts, and Kevin C. Riley
2021	Ronald E. Konezny	James J. Loch, David H. Sampsell, Tracy L. Roberts, Kevin C. Riley, and Michael A. Ueland

(b) SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine “compensation actually paid” (“CAP”) as reported in the Pay Versus Performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A reconciliation of the SCT totals to CAP to our PEO and our Other NEOs (as an average) is shown below:

Adjustments(1)	2025		2024		2023		2022		2021
	PEO ($)	Average of Other NEOs ($)	PEO ($)	Average of Other NEOs ($)	PEO ($)	Average of Other NEOs ($)	PEO ($)	Average of Other NEOs ($)	PEO ($)	Average of Other NEOs ($)
Total Compensation from SCT	5,002,124	1,399,592	2,905,029	897,560	8,680,638	1,565,302	3,056,878	555,704	2,427,405	765,929
Adjustments for stock and option awards:
Subtract SCT amounts of stock and option awards	(3,454,324)	(807,758)	(1,902,750)	(494,470)	(6,914,355)	(947,441)	(1,428,595)	(236,131)	(1,640,833)	(333,403)
Add fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end	1,286,199	338,048	2,130,244	545,431	4,591,431	621,982	2,701,902	453,599	2,022,626	459,553
+/- The difference between fair value of awards from the end of the prior fiscal year to the end of the covered fiscal year for awards granted in any prior fiscal year that are outstanding and unvested at the end of the covered fiscal year	2,310,287	436,168	(128,919)	4,011	(1,203,605)	(187,270)	2,990,479	331,887	1,231,195	216,009
+/- The change in fair value from the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year which vested during the covered fiscal year	579,577	94,342	(150,253)	(44,886)	3,063	(142,337)	(126,037)	(22,899)	282,198	24,813
Subtract fair value at end of prior fiscal year for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year	–	–	–	–	–	–	–	(191,187)	–	(122,056)
Compensation Actually Paid	5,723,863	1,460,392	2,853,351	907,647	5,157,171	910,236	7,194,627	890,973	4,322,591	1,010,845

(1) Rows reporting the following adjustments were omitted from this table because they were not applicable: (i) aggregate change in the actuarial present value of accumulated benefits under all defined benefit and pension plans reported in the SCT; (ii) service cost; (iii) prior service cost; and (iv) dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the fair value of the award or the SCT total compensation for the covered fiscal year.

(c) Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2025 to our Company’s performance, is Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure that can be calculated from our audited financial statements as described under Item 7, Reconciliation of Net Income to Adjusted EBITDA of our fiscal 2025 financial statements.

(d) Total shareholder return is calculated based on a fixed investment of one hundred dollars measured from the market close on September 30, 2020 (the last trading day of fiscal 2020) through and including the end of each fiscal year reported in the table.

(e) Our peer group used for the TSR calculation is the Nasdaq Telecommunications Index, which is the same “peer index” used in the performance graph appearing in our annual report on Form 10-K.

30 

Relationship Between Pay and Performance

The charts shown below present a graphical comparison of CAP to our PEO and the average CAP to our Other NEOs set forth in the Pay Versus Performance table above, as compared against the following performance measures: our (1) TSR, (2) peer group TSR, (3) Net Income, and (4) Adjusted EBITDA. The charts also provide a comparison of our TSR to the peer group TSR for the covered period.

 

(1) TSR in the above chart, in the case of both the Company and our Peer Group, reflects the cumulative return of $100 as if invested on September 30, 2020, including reinvestment of any dividends.

Tabular List of Important Financial Performance Measures

Listed below are five financial performance measures Digi believes are the most important ones we use to link the compensation actually paid to our Named Executives to our performance:

Adjusted EBITDA

ARR

Relative TSR

Net Income

Revenue

31 

COMPENSATION OF DIRECTORS

The fiscal 2025 director compensation program provided non-employee directors with a combination of cash and RSUs that resulted in an annual aggregate value ranging from approximately $181,000 to $226,000 per director depending on committee service in fiscal 2025.

The Compensation Committee conducts periodic competitive reviews of the compensation plan for non-employee directors. For fiscal 2025, the Committee reviewed a competitive analysis of director compensation as compared to our Peer Group. This analysis provided details on total compensation levels and committee service fees for directors in our Peer Group as well as the allocation of compensation between cash and equity. Our director compensation program was determined to be in the 25^th through 50^th percentile relative to the Peer Group. In response, cash retainers for service as a non-employee board member as well as for service as Audit Committee Chair, Compensation Committee Chair, Audit Committee Member and Compensation Committee Member were increased. The director compensation plan continues to provide for an annual equity award, in the form of RSUs, with a target value of $120,000. This award is approved at the regularly scheduled meeting of the Compensation Committee immediately prior to the annual meeting of stockholders and granted after the public announcement of first fiscal quarter financial results. These RSUs are scheduled to vest in full on the date immediately preceding our next annual meeting of stockholders, which is historically approximately one year after the date of grant. In addition, a newly elected director is expected to be awarded a one-time RSU award valued at $125,000 in connection with their appointment or initial election. These RSUs vest 50% after one year and 100% after two years from an award’s grant date.

The following table describes compensation arrangements with our non-employee directors effective for fiscal 2025:

Compensation Element	Amount Payable
Annual Cash Retainers(a)
●          Board Member	$50,000
●          Audit Committee Chair	$20,000
●          Compensation Committee Chair	$15,000
●          Nominating & Governance Committee Chair	$10,000
●          Non-Executive Chairperson	$40,000
●          Audit Committee Member	$10,000
●          Compensation Committee Member	$6,000
●          Nominating & Governance Committee Member	$5,000
Annual Equity Award(b)(c)	$120,000
New Director Equity Award(c)	$125,000

(a) Retainers are paid in quarterly installments each representing 25% of total annual retainer amount.

(b) An annual RSU equity award is provided to each non-employee director on or near the date of the annual meeting of stockholders and each such award becomes fully vested after one year. The amount of the annual equity award indicated in the table represents the target valuation of the equity award.

(c) For fiscal 2025, the actual number of shares underlying the RSUs awarded was determined by dividing the targeted RSU award value by $30.18, which represented the average closing price of our common stock during the six months preceding February 10, 2025, the date the awards were granted.

Director Compensation for Fiscal 2025

The table below summarizes compensation provided to non-employee directors for services provided during fiscal 2025.

Name	Fees Earned or Paid in Cash ($)	Stock Awards(a)(b) ($)	Total ($)
Christopher D. Heim	75,000	141,740	216,740
Valerie Heusinkveld	46,667	147,621	194,288
Satbir Khanuja, Ph.D.	106,000	141,740	247,740
Spiro C. Lazarakis	75,000	141,740	216,740
Hatem Naguib	61,000	141,740	202,740
Sally J. Smith(c)	23,333	–	23,333
Allison West Hughes	40,667	147,621	188,288

(a) The “Stock Awards” column presents the aggregate grant date fair value of RSUs granted to each non-employee director during fiscal 2025 as computed in accordance with ASC 718. The fair value of each RSU was considered to be the closing price of the Company’s common stock on the date the RSU was granted.

(b) Information regarding the RSUs granted to non-employee directors during fiscal 2025 and aggregate RSUs outstanding at September 30, 2025:

Name	Grant Date	RSUs Awarded (#)	Grant Date Fair Value of RSUs(A) ($)	Total RSUs Outstanding (#)
Christopher D. Heim	2/10/2025	3,977	141,740	3,977
Valerie Heusinkveld	2/10/2025	4,142	147,621	4,142
Satbir Khanuja, Ph.D.	2/10/2025	3,977	141,740	3,977
Spiro C. Lazarakis	2/10/2025	3,977	141,740	3,977
Hatem Naguib	2/10/2025	3,977	141,740	3,977
Allison West Hughes	2/10/2025	4,142	147,621	4,142

(A) This column shows full grant date fair value under authoritative guidance issued by ASC 718 of the RSUs granted to non-employee directors in fiscal 2025.

(c) Ms. Smith retired from all positions with the Board of Directors at the conclusion of our annual meeting held on February 3, 2025.

32 

RELATED PERSON TRANSACTION APPROVAL POLICY

The Board has adopted a written policy (the “Related Person Transaction Approval Policy”) regarding transactions with any “Related Person,” which is defined to include any of our directors or nominees for directors, executive officers and greater than five percent stockholders and any of their respective immediate family members. In accordance with the policy, the Audit Committee is responsible for the review and approval or ratification of all transactions with Related Persons that are required to be disclosed under the rules of the SEC.

The Related Person Transaction Approval Policy covers “Related Person Transactions” (as defined below) between us and any Related Person. Related Person Transactions include any transactions, arrangements or relationships involving the payment of money or other value involving us and in which a Related Person has a direct or indirect interest. A Related Person Transaction does not include:

● payments of compensation to the Related Person for his or her service to us as a director, officer or employee;

● transactions available to all employees or all stockholders on the same terms; or

● transactions, which when aggregated with the amount of all other transactions between us and the Related Person or any entity in which the Related Person has an interest, involve less than $120,000 in a fiscal year.

The Audit Committee must approve a Related Person Transaction prior to commencement of the transaction, except where the transaction is identified after it has commenced or first becomes a Related Person Transaction, in which case the Related Person Transaction will be brought before the Audit Committee for ratification. Our executives are responsible for disclosing all material information pertaining to any Related Person Transaction to the Audit Committee prior to entering into the transaction. The Audit Committee Chairperson has been granted the authority to approve transactions that arise between Audit Committee meetings provided that any actions taken by the Chairperson pursuant to such authority must be reported to the Audit Committee at its next regularly scheduled meeting.

While the Audit Committee is permitted to use any factors it deems appropriate in determining whether to approve a Related Person Transaction, the Related Person Transaction Approval Policy requires the Audit Committee, at a minimum, to consider:

● the fairness of the terms to us;

● materiality of the transaction to us;

● the role of the Related Person in arranging the Related Person Transaction;

● the structure of the Related Person Transaction; and

● the interests of all Related Persons in the Related Person Transaction.

The Audit Committee will only approve a Related Person Transaction if the Committee determines it is beneficial and fair to us. No transactions were identified for approval with respect to fiscal 2025.

EQUITY COMPENSATION PLAN INFORMATION

The following table gives information as of September 30, 2025 about the equity compensation plans under which shares of our common stock may be issued.

Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(*)	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity Compensation Plans Approved by Security Holders	2,118,018(†)	$17.79	3,632,922(‡)
Equity Compensation Plans Not Approved by Security Holders	–	N/A	–
Total	2,118,018		3,632,922

(*) Calculation excludes shares subject to RSU and PSU awards because they do not have an exercise price.

(†) Includes 823,667 shares subject to outstanding options, 957,029 shares issuable pursuant to outstanding restricted stock unit awards, and 337,332 shares issuable pursuant to performance stock unit awards assuming maximum levels of performance.

(‡) Includes securities available for future issuance under stockholder approved compensation plans other than upon the exercise of awards, as follows: 3,356,219 shares under the Company’s Amended and Restated 2021 Omnibus Incentive Plan and 276,703 shares under the Company’s Employee Stock Purchase Plan. In addition, the Company’s 2020, 2019, and 2018 remain in effect, but no further awards may be made under those plans.

33 

PROPOSAL NO. 2:
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

We are seeking a non-binding advisory vote from stockholders to approve the compensation of the Named Executives as disclosed in the CD&A, tabular disclosures and related narrative of this proxy statement.

Our compensation programs are structured to align the interests of our executives with the interests of our stockholders by rewarding sustained financial and operating performance and the creation of stockholder value. More specifically, our programs:

● utilize a mix of cash and equity compensation with varying time triggers for payment and financial measures that reward sustained financial performance; and

● place a significant emphasis on the opportunity for incentive compensation, thus aligning total direct compensation with Company performance.

Our Compensation Committee, composed of three independent, non-employee directors, discharges the Board’s responsibilities with respect to all forms of compensation for Named Executives as well as general oversight of compensation plans. The Compensation Committee has the authority to retain outside counsel, experts and other advisors as it determines appropriate.

Before you vote on this Proposal, please carefully review the entire CD&A, which discusses in-depth how our compensation programs are aligned with our performance and the creation of stockholder value. The Compensation Committee and the Board believe that the policies and practices described in the CD&A effectively implement our pay-for-performance compensation philosophy.

The Board, upon recommendation of its Compensation Committee, has submitted the following resolution for non-binding advisory approval by our stockholders:

“RESOLVED, that the stockholders approve the compensation awarded to the Named Executives, as described in the CD&A, tabular disclosures, and other narrative executive compensation disclosures in the proxy statement for this meeting.”

We currently hold an advisory vote to approve executive compensation every year so the next advisory vote on the compensation of our NEOs will occur at our 2027 annual meeting of stockholders. The next advisory vote regarding the frequency of future Say-on-Pay votes will occur at our 2030 annual meeting of stockholders.

Effect of Proposal

The Say-on-Pay resolution is non-binding. The approval or disapproval of this proposal by stockholders will not require the Board or the Compensation Committee to take any action regarding our executive compensation practices. The final decision on the compensation and benefits of our executive officers and on whether, and if so, how, to address any stockholder disapproval remains with the Board and the Compensation Committee.

The Board believes that the Compensation Committee is in the best position to consider the extensive information and factors necessary to make independent, objective, and competitive compensation recommendations and decisions that are in the best interest of our Company and our stockholders.

The Board values the opinions of our stockholders as expressed through their votes and other communications. Although the resolution is non-binding, the Board and the Compensation Committee will carefully consider the outcome of the advisory vote on executive compensation and stockholder opinions received from other communications when making future compensation decisions.

THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL 2.

34 

PROPOSAL NO. 3:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Deloitte & Touche LLP, independent registered public accounting firm, has been the independent registered public accounting firm for us since November 30, 2022. The Audit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal 2026 and recommends that stockholders vote in favor of the ratification of such appointment. We anticipate that representatives of Deloitte & Touche LLP will attend the annual meeting, will have the opportunity to make a statement if they desire, and will be available to respond to appropriate questions.

Effect of Proposal

In the event of a negative vote on such ratification, our Audit Committee would reconsider its selection.

THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL 3.

HOUSEHOLDING

We have adopted a procedure approved by the SEC called “householding,” by which certain stockholders who do not participate in electronic delivery of proxy materials but who have the same address and appear to be members of the same family receive only one copy of our annual report and proxy statement. Each stockholder participating in householding continues to receive a separate proxy card. Householding reduces both the environmental impact of our annual meetings and our mailing and printing expenses.

If you would like to change your householding election, request that a single copy of the proxy materials be sent to your address, or request a separate copy of the proxy materials, please contact Broadridge Financial Solutions, Inc., by calling (866) 540-7095 or by writing to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. We will promptly deliver the notice of internet availability or proxy materials to you upon receipt of your request. If you hold your shares in street name, please contact your bank, broker, or other record holder to request information about householding.

ADDITIONAL MATTERS

Our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, including our consolidated financial statements, is being mailed or made available with this proxy statement.

As of the date of this proxy statement, management knows of no matters that will be presented for determination at the annual meeting other than those referred to herein. If any other matters properly come before the annual meeting calling for a vote of stockholders, it is intended that the shares represented by the proxies solicited by the Board will be voted by the persons named therein in accordance with their best judgment.

By Order of the Board of Directors,

 

David H. Sampsell
Executive Vice President, Corporate Development, General Counsel & Corporate Secretary
December 17, 2025

35 

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date SCAN TO VIEW MATERIALS & VOTE 0 0 0 0 0 0 0 0 0 0 0 0 0000686872_1 R2.09.05.010 DIGI INTERNATIONAL INC. ATTN: OFFICE OF GENERAL COUNSEL 9350 EXCELSIOR BLVD., SUITE 700 HOPKINS, MN 55343 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on January 29, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on January 29, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR each of the following Nominees: 1. Election of Directors Nominees For Against Abstain 1a. Satbir Khanuja, PhD 1b. Ronald E. Konezny The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. Company proposal to approve, on a non-binding advisory basis, the compensation paid to named executive officers. 3. Company proposal to ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm of the company for the fiscal year ending September 30, 2026. NOTE: If any other matters properly come before the annual meeting calling for a vote of stockholders, the shares represented by this proxy will be voted by the persons named herein in accordance with their best judgment. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

0000686872_2 R2.09.05.010 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement, Annual Report are available at www.proxyvote.com DIGI INTERNATIONAL INC. Annual Meeting of Stockholders January 30, 2026, 2:00 P.M. CST This proxy is solicited on behalf of the Board of Directors The undersigned hereby appoints Ronald E. Konezny and James J. Loch, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes such proxies to represent and to vote, as designated on the reverse, all shares of common stock of Digi International Inc. held of record by the undersigned at the close of business on December 8, 2025, at the Annual Meeting of Stockholders to be held on January 30, 2026, or any adjournment thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side

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FAQ

What is Digi International (DGII) asking stockholders to vote on at the 2026 annual meeting?

Stockholders are being asked to elect two directors (Satbir Khanuja and Ronald Konezny) to terms expiring in 2029, approve on an advisory basis the executive compensation program, and ratify Deloitte & Touche LLP as the independent registered public accounting firm.

When and how will Digi International (DGII) hold its 2026 annual stockholder meeting?

The meeting will be held on January 30, 2026 at 2:00 p.m. CST in a virtual-only format via webcast at www.virtualshareholdermeeting.com/DGII2026. Stockholders of record as of December 8, 2025 can attend and vote online using their 16-digit control number.

How did Digi International’s executive bonuses for fiscal 2025 relate to company performance?

Annual cash incentives for named executives were based on revenue, Adjusted EBITDA and annual recurring revenue (ARR). For fiscal 2025, Adjusted EBITDA was $108.0 million and ARR was $129.6 million, leading to payouts equal to 147.0% of each executive’s target cash incentive.

What long-term incentive awards did Digi International (DGII) executives receive for fiscal 2025?

On November 26, 2024, named executives received equity grants split 50% in restricted stock units (RSUs) and 50% in performance stock units (PSUs). For example, CEO Ronald Konezny received 35,277 RSUs and 35,277 target PSUs, with PSUs vesting based on ARR performance over fiscal 2025–2027 and, for some executives, subject to a total stockholder return multiplier.

Who are the largest stockholders of Digi International (DGII)?

As of December 8, 2025, major holders of common stock included BlackRock, Inc. with 5,869,496 shares (15.6%), Conestoga Capital Advisors with 3,859,786 shares (10.3%), and The Vanguard Group with 3,142,013 shares (8.4%), along with several other institutions each holding more than 5%.

What governance and risk oversight practices does Digi International highlight?

The board is majority independent and led by a non-executive chairman. It oversees risk through its full board and committees, including cybersecurity oversight and review of compensation-related risk. Policies include an anti-hedging policy, an insider trading policy, and stock ownership guidelines for directors and executives.

How did Digi International stockholders respond to executive compensation in the last say-on-pay vote?

At the February 3, 2025 annual meeting, nearly 95% of votes cast supported, on an advisory basis, the compensation of Digi’s named executive officers. The compensation committee noted this strong support and did not change its compensation policies or practices as a result.