Digi International (DGII) director sells 6,000 shares after stock award

Rhea-AI Filing Summary

Digi International director Satbir Khanuja reported two equity transactions in common stock. On February 9, 2026, he acquired 4,066 restricted stock units, which are scheduled to vest immediately before the company’s next annual meeting of stockholders unless accelerated or terminated under their terms.

On February 10, 2026, he completed an open-market sale of 6,000 shares of common stock at a weighted average price of $46.0025 per share, with individual sale prices ranging from $46.00 to $46.03. Following these transactions, he directly beneficially owned 85,298 shares of Digi International common stock.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Khanuja Satbir

(Last) (First) (Middle)

9350 EXCELSIOR BLVD

SUITE 700

(Street)

HOPKINS MN 55343

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DIGI INTERNATIONAL INC [ DGII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2026		A		4,066(1)	A	$0	91,298	D
Common Stock	02/10/2026		S		6,000	D	$46.0025(2)	85,298	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock units scheduled to vest on the date immediately preceding the issuer's next annual meeting of stockholders unless earlier accelerated or terminated pursuant to their terms.

2. Reflects the weighted average price of 6,000 shares of common stock of Digi International, Inc. sold by the reporting person in multiple transactions on February 10, 2026 with sale prices ranging from $46.00 to $46.03 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

	/s/ Joshua L. Colburn, attorney-in-fact	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Digi International (DGII) director Satbir Khanuja report?

Director Satbir Khanuja reported two transactions: a grant of 4,066 restricted stock units on February 9, 2026, and an open-market sale of 6,000 shares of Digi International common stock on February 10, 2026, as disclosed in the Form 4 filing.

At what price did Satbir Khanuja sell Digi International (DGII) shares?

Satbir Khanuja sold 6,000 Digi International common shares at a weighted average price of $46.0025 per share. Individual sale prices ranged from $46.00 to $46.03, across multiple transactions executed on February 10, 2026, according to the Form 4 disclosure.

What equity award did Satbir Khanuja receive from Digi International (DGII)?

He received a grant of 4,066 restricted stock units on February 9, 2026. These units are scheduled to vest immediately before Digi International’s next annual stockholders’ meeting unless they are accelerated or terminated earlier in line with their governing terms.

When will Satbir Khanuja’s Digi International (DGII) restricted stock units vest?

The 4,066 restricted stock units are scheduled to vest on the date immediately preceding Digi International’s next annual meeting of stockholders. Vesting may be accelerated or terminated earlier if specified in the terms governing the restricted stock units.

How many Digi International (DGII) shares does Satbir Khanuja own after these transactions?

After the reported transactions, Satbir Khanuja directly beneficially owned 85,298 shares of Digi International common stock. This figure reflects the equity award and the subsequent open-market sale disclosed in the Form 4 filing dated in February 2026.

What type of transaction code was used for Satbir Khanuja’s Digi International (DGII) sale?

The open-market sale of 6,000 Digi International common shares was reported with transaction code “S.” This code indicates a sale in the open market or a private transaction, as described in the Form 4 insider transaction details.