[Form 4] DIGI INTERNATIONAL INC Insider Trading Activity

Rhea-AI Filing Summary

Digi International Inc. (DGII) executive and officer (VP, Corp. Dev, GC & Corp. Sec.) reported multiple equity transactions in November 2025. The filing shows an acquisition of 7,127 restricted stock units on November 21, 2025, scheduled to vest in four equal annual installments from 2026 through 2029.

The insider also exercised employee stock options and sold the resulting shares. On November 24, 2025, 4,727 options were exercised at $16.75 and the same number of shares were sold at $40.00. On November 25, 2025, 8,748 options were exercised at $21.53 and 8,748 shares were sold at a weighted average price of $41.5232, with individual sale prices ranging from $41.40 to $41.69.

The report lists 31,757,255 shares of Digi International common stock held directly after the final transaction and 64,864 shares held indirectly through a revocable trust. One option grant is described as fully vested, while another vests over time through monthly installments.

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
Estimated average burden
hours per response:			0.5

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^*

Sampsell David H.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, CORP. DEV, GC & CORP. SEC.

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

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	11/21/2025		A		7,127(1)	A	$0	31,755,634	D
Common Stock	11/22/2025		F		813	D	$40.02	31,747,694	D
Common Stock	11/24/2025		M		4,727	A	$16.75	31,753,234	D
Common Stock	11/24/2025		S		4,727	D	$40	31,748,507	D
Common Stock	11/25/2025		M		8,748	A	$21.53	31,766,003	D
Common Stock	11/25/2025		S		8,748	D	$41.5232(2)	31,757,255	D
Common Stock								64,864	I	By Revocable Trust

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
Employee Stock Option (right to buy)	$16.75	11/24/2025		M			4,727	(3)	11/27/2026	Common Stock	4,727	$0	0	D
Employee Stock Option (right to buy)	$21.53	11/25/2025		M			8,748	(4)	11/30/2028	Common Stock	8,748	$0	324	D

Explanation of Responses:

1. Restricted stock units scheduled to vest in four substantially equal increments on each of November 21, 2026, 2027, 2028 and 2029.

2. Reflects the weighted average price of 8,748 shares of common stock of the issuer sold by the reporting person in multiple transactions on November 25, 2025 with sale prices ranging from $41.40 to $41.69 per share. The reporting person undertakes to provide upon request by U.S. Securities and Exchange Commission staff, the issuer, or a securityholder of the issuer full information regarding the number of shares sold at each separate price.

3. Fully vested.

4. The option vests as to 25% of the shares on November 30, 2022 and thereafter in 36 monthly installments.

	/s/ Joshua L. Colburn, Attorney-in-Fact	11/25/2025
	** 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.
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FAQ

What did Digi International (DGII) disclose in this Form 4 filing?

The Form 4 reports that a Digi International (DGII) officer executed several equity transactions in November 2025, including an RSU grant, stock option exercises, and related share sales, and updates the number of shares held directly and through a revocable trust.

How many restricted stock units were reported by the DGII executive?

The executive reported acquiring 7,127 restricted stock units on November 21, 2025, which are scheduled to vest in four substantially equal installments on November 21 of 2026, 2027, 2028, and 2029.

What stock option exercises did the DGII insider report?

The insider exercised 4,727 employee stock options at an exercise price of $16.75 on November 24, 2025 and 8,748 employee stock options at $21.53 on November 25, 2025, each tied to Digi International common stock.

At what prices were Digi International (DGII) shares sold by the insider?

Shares were sold at $40.00 per share on November 24, 2025, and 8,748 shares were sold on November 25, 2025 at a weighted average price of $41.5232, with individual prices ranging from $41.40 to $41.69 per share.

How many DGII shares does the insider hold after these transactions?

Following the reported transactions, the insider holds 31,757,255 Digi International common shares directly and 64,864 shares indirectly through a revocable trust.

What vesting terms are disclosed for the DGII executive's equity awards?

The filing states that the 7,127 RSUs vest in four substantially equal annual installments starting November 21, 2026, and one option grant is fully vested, while another vests 25% on November 30, 2022 and then in 36 monthly installments.