Digi International (NASDAQ: DGII) CEO exercises options and uses shares for taxes

Rhea-AI Filing Summary

DIGI INTERNATIONAL INC President and CEO Ronald Konezny exercised employee stock options for 60,654 shares of common stock at an exercise price of $21.53 per share. To cover tax obligations, 39,776 shares of common stock were disposed of at $66.78 per share as a tax-withholding transaction, not an open-market sale. Following these transactions, Konezny directly holds 610,179.817 shares of Digi International common stock. The options exercised were fully vested and, for this grant, no derivative balance remains after exercise.

Insider Trade Summary

60,654 shares exercised/converted

Mixed 3 txns

Insider Konezny Ronald

Role PRESIDENT AND CEO

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	60,654	$0.00	--
Exercise	Common Stock	60,654	$21.53	$1.31M
Tax Withholding	Common Stock	39,776	$66.78	$2.66M

Holdings After Transaction: Employee Stock Option (right to buy) — 0 shares (Direct, null); Common Stock — 649,955.817 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Options exercised: 60,654 shares Option exercise price: $21.53/share Tax-withholding shares: 39,776 shares +3 more

6 metrics

Options exercised 60,654 shares Employee stock options exercised by CEO at $21.53 per share

Option exercise price $21.53/share Exercise price for 60,654 employee stock options

Tax-withholding shares 39,776 shares Shares delivered to cover tax obligations on option exercise

Tax-withholding price $66.78/share Value per share for 39,776 shares used for tax withholding

Post-transaction holdings 610,179.817 shares CEO’s direct Digi International common stock holdings after transactions

Exercised derivative balance 60,654 options to 0 remaining Employee Stock Option (right to buy) fully exercised for this grant

Key Terms

tax-withholding disposition, Exercise or conversion of derivative security, Employee Stock Option (right to buy), fully vested

4 terms

tax-withholding disposition financial

"39,776 shares of common stock were disposed of at $66.78 per share as a tax-withholding transaction"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

Employee Stock Option (right to buy) financial

"security_title: Employee Stock Option (right to buy)"

fully vested financial

"Footnote states: Fully vested."

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Form 4 Insider Transactions: What Each Field Means →

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^*

Konezny Ronald

(Last) (First) (Middle)

9350 EXCELSIOR BLVD

SUITE 700

(Street)

HOPKINS MINNESOTA 55343

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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

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

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

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	06/05/2026		M		60,654	A	$21.53	649,955.817	D
Common Stock	06/05/2026		F		39,776	D	$66.78	610,179.817	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
Employee Stock Option (right to buy)	$21.53	06/05/2026		M			60,654	(1)	11/30/2028	Common Stock	60,654	$0	0	D

Explanation of Responses:

1. Fully vested.

	/s/ Joshua L. Colburn, Attorney-in-Fact	06/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Digi International (DGII) report for Ronald Konezny?

Digi International reported that CEO Ronald Konezny exercised stock options for 60,654 common shares at $21.53 per share and used 39,776 shares, valued at $66.78 per share, to satisfy tax obligations through a tax-withholding disposition.

Did the Digi International (DGII) CEO sell shares in the open market?

The CEO did not report open-market sales. Instead, 39,776 shares of common stock were disposed of at $66.78 per share specifically as a tax-withholding transaction to cover obligations associated with exercising 60,654 fully vested employee stock options.

How many Digi International (DGII) shares does the CEO hold after these transactions?

After the reported option exercise and tax-withholding disposition, CEO Ronald Konezny directly holds 610,179.817 shares of Digi International common stock, reflecting his post-transaction ownership position as disclosed in the Form 4 insider filing data.

What stock options did the Digi International (DGII) CEO exercise?

The CEO exercised a fully vested employee stock option covering 60,654 underlying shares of common stock at an exercise price of $21.53 per share. Following this exercise, the derivative position related to that particular option grant shows a remaining balance of zero.

How are tax obligations handled in this Digi International (DGII) Form 4?

Tax obligations were handled via a tax-withholding disposition. Specifically, 39,776 shares of Digi International common stock were delivered at $66.78 per share to satisfy tax liabilities tied to the CEO’s exercise of 60,654 fully vested employee stock options.