UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

February 427, 2026

Date of report (date of earliest event reported)

_________________________________________

Digi International Inc.

(Exact name of registrant as specified in its charter)

_________________________________________

Delaware

1-34033

41-1532464

(State of Incorporation)

(Commission file number)

(I.R.S. Employer Identification No.)

9350 Excelsior Blvd.

Suite 700

Hopkins

Minnesota

55343

(Address of principal executive offices)

(Zip Code)

(952) 912-3444

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $.01 per share

DGII

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 427, 2026, ~~Digi~~the ~~International~~Compensation ~~Inc.~~Committee ~~(“Digi”)~~of ~~issued~~the aBoard ~~press~~of ~~release~~Directors ~~regarding~~of Digi’s ~~financial~~International, ~~results~~Inc. ~~for~~(the ~~its~~“Company”) ~~first~~approved ~~fiscal~~supplemental ~~quarter~~equity ~~ended~~awards ~~December 31,~~under ~~2025. A~~the ~~copy of Digi~~Company’s ~~press~~2021 ~~release~~Omnibus isIncentive ~~attached~~Plan ~~hereto~~on asthe ~~Exhibit~~following ~~99.1.~~terms:

~~The~~•James ~~information~~J. ~~contained~~Loch, inthe ~~this~~Company’s ~~Current~~Executive ~~Report~~Vice ~~shall~~President, ~~not~~Chief beFinancial ~~deemed~~Officer ~~“filed”~~and ~~for~~Treasurer, ~~purposes~~received ofa ~~Section 18~~one-time ofperformance ~~the~~stock ~~Securities~~unit ~~Exchange~~award ~~Act~~that ofis ~~1934~~eligible to vest and settle into 14,668 asshares ~~amended~~of (the ~~“Exchange~~Company’s ~~Act”~~common stock, with (i) 4,890 orshares ~~incorporated~~vesting byon ~~reference~~November in1, ~~any~~2026 ~~filing~~if ~~under~~specified ~~the~~business ~~Securities~~and ~~Act~~software ofintegration ~~1933~~goals are achieved on or before September 30, as2026, ~~amended~~(ii) 4,889 orshares ~~the~~vesting ~~Exchange~~on ~~Act~~November 1, ~~except~~2027 asif ~~shall~~key beprograms ~~expressly~~have ~~set~~been ~~forth~~migrated to a designated software platform by ~~specific~~September ~~reference~~30, in2027, ~~such~~and (ii) 4,889 shares vesting on November 1, 2028 if additional programs have been migrated to a ~~filing~~designated software platform on or before September 30, 2028.

•David H. Sampsell, the Company’s Executive Vice President, Corporate Development, General Counsel and Corporate Secretary, received a one-time performance stock unit award that is eligible to vest and settle into 12,223 shares of the Company’s common stock as of December 31, 2028 so long as he provides appropriate assistance in the identification and onboarding of successors for (i) the role of the Company’s general counsel and (ii) the role of the Company’s corporate development leader who are in place on or before that date.

Vesting of each award of performance stock units is subject to continued service to the Company on each applicable vesting date and certification of actual performance by the Committee. The foregoing description of the performance stock units is qualified by the terms of plan and the applicable award agreement, each in the form previously approved by the Compensation Committee, the text of which are filed as Exhibits 10.1 and 10.2, respectively, to this current report on Form 8-K and incorporated by reference into this Item 5.02.


Item 9.01			Financial Statements and Exhibits.

No.

Exhibit

Manner of Filing

99.1

Press Release dated February 4, 2026, announcing financial results for the first fiscal quarter ended December 31, 2025

Furnished Electronically

10.1

Digi International Inc. 2021 Omnibus Incentive Plan, as amended and restated (incorporated by reference to Exhibit 99(a) to Form S-8 filed May 8, 2025)

Incorporate by Reference

10.2

Form of (Executive) Performance Stock Unit Agreement (incorporated by reference to Exhibit 10(b) to Form 10-Q for the quarter ended June 30, 2023)

Incorporated by Reference

104

The cover page from the Current Report on Form 8-K formatted in Inline XBRL

Filed Electronically

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

Date: ~~February 4~~March 5, 2026

DIGI INTERNATIONAL INC. By: /s/ ~~James~~Ronald JE. ~~Loch~~Konezny ~~James~~Ronald JE. ~~Loch~~Konezny ~~Senior Vice~~ President, and Chief ~~Financial~~Executive Officer ~~and Treasurer~~

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