[Form 4] DIGI INTERNATIONAL INC Insider Trading Activity

Rhea-AI Filing Summary

Digi International Inc. executive files Form 4 reporting an option exercise and share sale. The VP, Corporate Development, General Counsel and Corporate Secretary exercised an employee stock option for 22,222 shares of common stock at $17.94 per share on 11/17/2025, then sold 22,222 shares on the same day at a weighted average price of $38.3783 per share in multiple transactions. Following these transactions, the reporting person directly owns 31,748.503 shares and indirectly owns 64,864 shares through a revocable trust. The filing notes that the ownership balances in Column 5 were updated to correct an error identified during a routine reconciliation and that the option reported as exercised was fully vested.

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^*

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)
11/17/2025

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	11/17/2025		M		22,222	A	$17.94	47,549.503	D
Common Stock	11/17/2025		S		22,222	D	$38.3783(1)	31,748.507(2)	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)	$17.94	11/17/2025		M			22,222	(3)	11/27/2026	Common Stock	22,222	$0	0	D

Explanation of Responses:

1. Reflects the weighted average price of 22,222 shares of common stock of Digi International, Inc. sold by the reporting person in multiple transactions on November 17, 2025 with sale prices ranging from $38.13 to $38.855 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.

2. Balances in Column 5 updated to correct error identified by routine reconciliation of Reporting Person's ownership records.

3. Fully vested.

	/s/ Joshua L. Colburn, Attorney-in-Fact	11/19/2025
	** 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.
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 transaction did DGII disclose in this Form 4?

The filing reports that a Digi International Inc. officer exercised an employee stock option for 22,222 shares of common stock at $17.94 per share and sold 22,222 shares on 11/17/2025.

What prices were involved in the DGII insider’s option exercise and sale?

The employee stock option had an exercise price of $17.94 per share, and the 22,222 shares of Digi International Inc. common stock were sold at a weighted average price of $38.3783 per share, with individual sale prices ranging from $38.13 to $38.855.

How many DGII shares does the reporting person own after the transaction?

After the reported transactions, the insider holds 31,748.503 shares of Digi International Inc. common stock directly and 64,864 shares indirectly through a revocable trust.

What is the reporting person’s role at Digi International Inc. (DGII)?

The reporting person is an officer of Digi International Inc., serving as Vice President, Corporate Development, General Counsel and Corporate Secretary.

Why were the DGII ownership balances in Column 5 updated?

The filing explains that the balances in Column 5 were updated to correct an error identified by a routine reconciliation of the reporting person’s ownership records.

Was the DGII employee stock option fully vested at exercise?

Yes. The explanation section states that the employee stock option reported as exercised was fully vested.