[Form 4] DIGI INTERNATIONAL INC Insider Trading Activity

Rhea-AI Filing Summary

Digi International (DGII) reported insider equity activity by its SR VP, CFO and Treasurer on 11/03/2025. The officer acquired common stock in three transactions of 3,892, 4,144, and 5,351 shares at $0, and had shares withheld to cover taxes in three transactions of 1,915, 2,039, and 2,633 shares at $36.15.

Following these transactions, the officer directly beneficially owns 124,646.763 shares. A footnote states this includes 842.242 shares acquired under Digi International Inc.'s Employee Stock Purchase Plan for the period from March 29, 2025 through September 30, 2025.

Insights

Equity compensation analyst

Routine equity grants with tax withholdings; holdings updated.

The transactions show standard equity compensation mechanics. Shares were acquired at $0, consistent with vesting of restricted stock or similar awards, and shares were withheld at $36.15 to satisfy tax obligations, coded "F".

Post‑transaction direct beneficial ownership stands at 124,646.763 shares. The footnote confirms 842.242 shares were accumulated via the ESPP for March 29–September 30, 2025, which are included in the stated ownership.

These updates are administrative disclosures typical for insiders and do not, by themselves, indicate a change in business outlook or strategy.

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^*

Loch James J.

(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)
	SR VP, CFO AND TREASURER

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

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	11/03/2025		A		3,892	A	$0	121,738.763(1)	D
Common Stock	11/03/2025		F		1,915	D	$36.15	119,823.763	D
Common Stock	11/03/2025		A		4,144	A	$0	123,967.763	D
Common Stock	11/03/2025		F		2,039	D	$36.15	121,928.763	D
Common Stock	11/03/2025		A		5,351	A	$0	127,279.763	D
Common Stock	11/03/2025		F		2,633	D	$36.15	124,646.763	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. Includes 842.242 shares acquired under Digi International Inc.'s Employee Stock Purchase Plan March 29, 2025 through September 30, 2025.

	/s/ Joshua L. Colburn, Attorney-in-Fact	11/05/2025
	** 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 activity did DGII disclose on this Form 4?

The SR VP, CFO and Treasurer acquired common stock in three transactions at $0 and had shares withheld in three transactions at $36.15 on 11/03/2025.

How many DGII shares does the reporting officer own after the transactions?

Direct beneficial ownership is 124,646.763 shares following the reported transactions.

What were the specific share amounts acquired and withheld?

Acquisitions: 3,892, 4,144, and 5,351 shares at $0. Withholdings: 1,915, 2,039, and 2,633 shares at $36.15.

Does the filing mention an Employee Stock Purchase Plan (ESPP)?

Yes. A footnote states the ownership figure includes 842.242 shares acquired under the ESPP from March 29, 2025 through September 30, 2025.

Who is the reporting person and their role at DGII?

The reporting person is an officer of Digi International, serving as SR VP, CFO and Treasurer.

Was the filing made by one or multiple reporting persons?

It was filed by one reporting person.