Digi International (DGII) VP David Sampsell sells 6,100 shares after exercising options

Rhea-AI Filing Summary

Digi International VP David H. Sampsell reported several stock transactions. On February 9, 2026, he exercised an employee stock option at $21.53 per share to acquire 324 shares of common stock. That same day he executed an open-market sale of 1,100 shares at a weighted average price of $45.0442 per share, in multiple trades between $45.00 and $45.1137. On February 10, 2026, he completed an additional open-market sale of 5,000 shares at $45.74 per share. After these transactions, Sampsell directly held 24,739.507 shares of Digi International common stock and indirectly held 64,864 shares through a revocable trust.

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

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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)
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		M		324	A	$21.53	30,839.507	D
Common Stock	02/09/2026		S		1,100	D	$45.0442(1)	29,739.507	D
Common Stock	02/10/2026		S		5,000	D	$45.74	24,739.507	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)	$21.53	02/09/2026		M			324	(2)	11/30/2028	Common Stock	324	$0	0	D

Explanation of Responses:

1. Reflects the weighted average price of 1,100 shares of common stock of Digi International, Inc. sold by the reporting person in multiple transactions on February 9, 2026 with sale prices ranging from $45.00 to $45.1137 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. Fully vested.

	/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 DGII executive David H. Sampsell report on this Form 4?

David H. Sampsell reported exercising an option for 324 DGII shares at $21.53, then selling 1,100 shares at a weighted average $45.0442 and 5,000 shares at $45.74. These were open-market transactions over February 9–10, 2026.

How many Digi International (DGII) shares did David H. Sampsell sell and at what prices?

Sampsell sold a total of 6,100 DGII common shares. He sold 1,100 shares on February 9, 2026 at a weighted average $45.0442, with individual prices from $45.00 to $45.1137, and 5,000 shares on February 10, 2026 at $45.74 per share.

What stock option exercise did DGII’s David H. Sampsell disclose?

He exercised an employee stock option to buy 324 Digi International common shares at an exercise price of $21.53 per share on February 9, 2026. The option was fully vested and related to shares expiring on November 30, 2028 before exercise.

How many DGII shares does David H. Sampsell own after these transactions?

After the reported trades, Sampsell directly owned 24,739.507 Digi International common shares. In addition, he had an indirect holding of 64,864 common shares through a revocable trust, as disclosed in the beneficial ownership table.

Were David H. Sampsell’s DGII stock sales open-market transactions?

Yes. The Form 4 classifies both the 1,100-share and 5,000-share disposals of Digi International common stock as open-market sales, using transaction code “S,” which denotes sales in the open market or in private transactions under SEC reporting rules.

What does the weighted average price disclosure mean for the 1,100 DGII shares sold?

The 1,100 shares sold on February 9, 2026 are reported at a weighted average price of $45.0442. Footnotes explain these were multiple trades with individual prices between $45.00 and $45.1137, and detailed trade breakdowns are available upon request.