Director at Digi International (DGII) awarded 4,066 shares

Rhea-AI Filing Summary

Naguib Hatem H. reported acquisition or exercise transactions in this Form 4 filing.

Digi International Inc. director Naguib Hatem H. received an equity grant of 4,066 shares of common stock on 02/09/2026 at a price of $0 per share. These are restricted stock units scheduled to vest on the date immediately preceding the company’s next annual meeting of stockholders, unless accelerated or terminated under their terms. Following this award, the director directly beneficially owns 40,866 shares of Digi International common stock.

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

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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^*

Naguib Hatem 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		A		4,066(1)	A	$0	40,866	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. Restricted stock units scheduled to vest on the date immediately preceding the issuer's next annual meeting of stockholders unless earlier accelerated or terminated pursuant to their terms.

	/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).
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FAQ

What insider transaction did Digi International (DGII) report for director Naguib Hatem H.?

Digi International reported that director Naguib Hatem H. received a grant of 4,066 shares of common stock on 02/09/2026. The award was recorded at a price of $0 per share and increased his directly held beneficial ownership to 40,866 shares.

What type of shares were granted to the Digi International (DGII) director?

The director received restricted stock units representing 4,066 shares of Digi International common stock. These units function as a form of equity compensation and convert into shares as they vest according to the company’s specified vesting schedule tied to the next annual meeting.

When do the restricted stock units for the Digi International (DGII) director vest?

The restricted stock units are scheduled to vest on the date immediately preceding Digi International’s next annual meeting of stockholders. Vesting may occur earlier if accelerated under their terms or may terminate earlier, depending on the conditions specified in the grant documentation.

What is the director’s total share ownership in Digi International (DGII) after this grant?

After receiving the 4,066-share restricted stock unit grant, the director beneficially owns 40,866 shares of Digi International common stock. This figure reflects direct ownership reported in the filing and represents his holdings following the reported equity award transaction.

Was there any cash paid for the Digi International (DGII) restricted stock unit grant?

No cash was paid by the director for this equity award; the transaction price per share was reported as $0. This indicates the shares were granted as compensation rather than purchased in an open-market or negotiated cash transaction.

What role does the reporting person hold at Digi International (DGII)?

The reporting person, Naguib Hatem H., is identified as a director of Digi International. The Form 4 notes that he is not an officer, is not a 10% owner, and filed the report individually as a single reporting person.