DGII insider reports RSU grant, option exercise and stock sales

Rhea-AI Filing Summary

Digi International Inc. (DGII) reported insider activity by its VP, Supply Chain on a Form 4 covering several equity transactions in November 2025. The officer received 5,345 shares of common stock as restricted stock units at a stated price of $0, which are scheduled to vest in four substantially equal increments on November 21 of 2026, 2027, 2028 and 2029. The filing also shows a sale of 622 shares of common stock at $40.02 and an option exercise for 16,667 shares at an exercise price of $17.94, followed by sales of 16,667 shares at a weighted average price of $40.556 and 4,208 shares at a weighted average price of $41.68. After these transactions, the reporting person directly owns 24,756 shares of Digi International common stock.

Insider Trade Summary

Net Seller: 20,875 shares ($851,336)

Net Sell 6 txns

Insider Schneider Terrence G.

Role VP, SUPPLY CHAIN

Sold 20,875 shs ($851K)

Type	Security	Shares	Price	Value
Sale	Common Stock	4,208	$41.68	$175K
Exercise	Employee Stock Option (right to buy)	16,667	$0.00	--
Exercise	Common Stock	16,667	$17.94	$299K
Sale	Common Stock	16,667	$40.556	$676K
Tax Withholding	Common Stock	622	$40.02	$25K
Grant/Award	Common Stock	5,345	$0.00	--

Holdings After Transaction: Common Stock — 24,756 shares (Direct); Employee Stock Option (right to buy) — 0 shares (Direct)

Footnotes (1)

1. Restricted stock units scheduled to vest in four substantially equal increments on each of November 21, 2026, 2027, 2028 and 2029. Reflects the weighted average price of 16,667 shares of common stock of the issuer sold by the reporting person in multiple transactions on November 24, 2025 with sale prices ranging from $40.34 to $40.86 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. Reflects the weighted average price of 4,208 shares of common stock of the issuer sold by the reporting person in multiple transactions on November 25, 2025 with purchase prices ranging from $41.51 to $41.80 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 purchased at each separate price. Fully vested.

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^*

Schneider Terrence G.

(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, SUPPLY CHAIN

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		5,345(1)	A	$0	29,586	D
Common Stock	11/22/2025		F		622	D	$40.02	28,964	D
Common Stock	11/24/2025		M		16,667	A	$17.94	41,423	D
Common Stock	11/24/2025		S		16,667	D	$40.556(2)	24,756	D
Common Stock	11/25/2025		S		4,208	D	$41.68(3)	24,756	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)	$17.94	11/24/2025		M			16,667	(4)	11/27/2026	Common Stock	16,667	$0	0	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 16,667 shares of common stock of the issuer sold by the reporting person in multiple transactions on November 24, 2025 with sale prices ranging from $40.34 to $40.86 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. Reflects the weighted average price of 4,208 shares of common stock of the issuer sold by the reporting person in multiple transactions on November 25, 2025 with purchase prices ranging from $41.51 to $41.80 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 purchased at each separate price.

4. Fully vested.

	/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).
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FAQ

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

The Form 4 reports multiple transactions by Digi International’s VP, Supply Chain, including receipt of restricted stock units, an employee stock option exercise, and several sales of common stock in November 2025.

How many Digi International (DGII) shares did the insider acquire and sell?

The officer acquired 5,345 restricted stock units and 16,667 shares through an employee stock option exercise, and reported sales of 622, 16,667, and 4,208 shares of common stock.

What is the vesting schedule of the Digi International (DGII) restricted stock units?

The 5,345 restricted stock units are scheduled to vest in four substantially equal increments on November 21 of 2026, 2027, 2028, and 2029.

What stock option transaction did the Digi International (DGII) insider report?

The officer exercised an employee stock option to buy 16,667 shares of Digi International common stock at an exercise price of $17.94 per share. The option is described as fully vested and has an expiration date of November 27, 2026.

At what prices were Digi International (DGII) shares sold in this Form 4?

The filing reports a sale of 622 shares at $40.02 per share, a sale of 16,667 shares at a weighted average price of $40.556 per share, and a sale of 4,208 shares at a weighted average price of $41.68 per share.

How many Digi International (DGII) shares does the insider own after these transactions?

Following the reported transactions, the VP, Supply Chain beneficially owns 24,756 shares of Digi International common stock directly.