DIGI INTERNATIONAL INC
For the period ended Sep 30, 2024. Filed Nov 22, 2024.
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FY2024 · Filed Nov 22, 2024
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ITEM 15. Exhibits and Financial Statement Schedules
| 1. | Consolidated Statements of Operations for fiscal years ended September 30, 2024, 2023 and 2022 |
| Consolidated Statements of Comprehensive Income for fiscal years ended September 30, 2024, 2023 and 2022 | |
| Consolidated Balance Sheets as of September 30, 2024 and 2023 | |
| Consolidated Statements of Cash Flows for fiscal years ended September 30, 2024, 2023 and 2022 | |
| Consolidated Statements of Stockholders’ Equity for fiscal years ended September 30, 2024, 2023 and 2022 | |
| Notes to Consolidated Financial Statements | |
| 2. | Schedule of Valuation and Qualifying Accounts |
| 3. | Report of Independent Registered Certified Public Accounting Firm |
| (b) Exhibits | |||
|---|---|---|---|
| Unless otherwise indicated, all documents incorporated into this Annual Report on Form 10-K by reference to a document filed with the SEC are located under SEC file number 1-34033. | |||
| Exhibit Number | Description | Method of Filing | |
| 2(a) | Purchase Agreement dated as of November 1, 2021 by and among Keith Charette, Steven Glaser, The Keith R. Charette DE Incomplete – Gift Non-Grantor Trust, Ventus Networks, LLC, Ventus Holdings, LLC, Ventus IP Holdings, LLC, Ventus Wireless Services, Inc., Ventus Wireless CA, Inc., VClipz, Inc., and Digi International Inc.* (1) | Incorporated by Reference | |
| 3(a) | Restated Certificate of Incorporation, as amended (2) | Incorporated by Reference | |
| 3(b) | Amended and Restated By-Laws (3) | Incorporated by Reference | |
| 4 | Description of Securities | Incorporated by Reference | |
| 10(a) | Digi International Inc. Employee Stock Purchase Plan as amended and restated as of December 10, 2019** (4) | Incorporated by Reference | |
| 10(b) | Digi International Inc. 2017 Omnibus Incentive Plan** (5) | Incorporated by Reference | |
| 10(b)(i) | Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc. 2017 Omnibus Incentive Plan)** (6) | Incorporated by Reference | |
| 10(b)(ii) | Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc. 2017 Omnibus Incentive Plan)** (7) | Incorporated by Reference | |
| 10 | (b)(iii) | Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2017 Omnibus Incentive Plan)** (8) | Incorporated by Reference |
| 10(c) | Digi International Inc. 2018 Omnibus Incentive Plan** (9) | Incorporated by Reference | |
| 10(c)(i) | Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2018 Omnibus Incentive Plan)** (10) | Incorporated by Reference | |
| 10(c)(ii) | Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2018 Omnibus Incentive Plan)** (11) | Incorporated by Reference | |
| 10 | (c)(iii) | Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2018 Omnibus Incentive Plan)** (12) | Incorporated by Reference |
| 10(c)(iv) | Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2018 Omnibus Incentive Plan)** (13) | Incorporated by Reference | |
| 10(d) | Digi International Inc. 2019 Omnibus Incentive Plan** (14) | Incorporated by Reference | |
| Exhibit Number | Description | Method of Filing | |
| 10(d)(i) | Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2019 Omnibus Incentive Plan)** (15) | Incorporated by Reference | |
| 10(d)(ii) | Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2019 Omnibus Incentive Plan)** (16) | Incorporated by Reference | |
| 10 | (d)(iii) | Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2019 Omnibus Incentive Plan)** (17) | Incorporated by Reference |
| 10(d)(iv) | Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2019 Omnibus Incentive Plan)** (18) | Incorporated by Reference | |
| 10(e) | Digi International Inc. 2020 Omnibus Incentive Plan** (19) | Incorporated by Reference | |
| 10(e)(i) | Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2020 Omnibus Incentive Plan)** (20) | Incorporated by Reference | |
| 10(e)(ii) | Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2020 Omnibus Incentive Plan)** (21) | Incorporated by Reference | |
| 10 | (e)(iii) | Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2020 Omnibus Incentive Plan)** (22) | Incorporated by Reference |
| 10(e)(iv) | Form of (Executive) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2020 Omnibus Incentive Plan)** (23) | Incorporated by Reference | |
| 10(e)(v) | Form of (Employee) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2020 Omnibus Incentive Plan)** (24) | Incorporated by Reference | |
| 10(f) | Digi International Inc. 2021 Omnibus Incentive Plan**(25) | Incorporated by Reference | |
| 10(f)(i) | Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)** (26) | Incorporated by Reference | |
| 10(f)(ii) | Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)** (27) | Incorporated by Reference | |
| 10 | (f)(iii) | Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)** (28) | Incorporated by Reference |
| 10(f)(iv) | Form of (Executive) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)** (29) | Incorporated by Reference | |
| 10(f)(v) | Form of (Employee) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)** (30) | Incorporated by Reference | |
| 10(f)(vi) | Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)** (31) | Incorporated by Reference | |
| 10 | (f)(vii) | Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc. 2021 Omnibus Incentive Plan)** (32) | Incorporated by Reference |
| 10(g) | Form of indemnification agreement with directors and officers of the Company** (33) | Incorporated by Reference | |
| 10(h) | Employment Agreement between the Company and Ronald E. Konezny dated November 26, 2014** (34) | Incorporated by Reference | |
| 10(i) | Offer letter with David H. Sampsell dated as of April 8, 2011** (35) | Incorporated by Reference | |
| 10(j) | Employment Agreement with Kevin C. Riley dated January 23, 2013** (36) | Incorporated by Reference |
| Exhibit Number | Description | Method of Filing | |||
| 10(k) | Offer letter with James J. Loch dated May 1, 2019** (37) | Incorporated by Reference | |||
| 10(l) | Offer letter with Jim Freeland dated January 29, 2024 | Filed Electronically | |||
| 10(m) | Credit Agreement dated December 7, 2023, by and among Digi International Inc. as the borrower, BMO Bank, N.A., as administrative and collateral agent, BMO Capital Markets Corp., BofA Securities, Inc. and MUFG Bank, Ltd., as joint lead arrangers and joint bookrunners, and other lenders from time-to-time party thereto (38) | Incorporated by Reference | |||
| 10(n) | Digi International Inc. 2021 Omnibus Incentive Plan, as amended and restated (39) | Incorporated by Reference | |||
| 19 | Insider Trading Policy | Filed Electronically | |||
| 21 | Subsidiaries of the Company | Filed Electronically | |||
| 23(a) | Consent of Grant Thornton LLP | Filed Electronically | |||
| 23(b) | Consent of Deloitte & Touche LLP | Filed Electronically | |||
| 24 | Powers of Attorney | Filed Electronically | |||
| 31(a) | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | Filed Electronically | |||
| 31(b) | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | Filed Electronically | |||
| 32 | Section 1350 Certification | Filed Electronically | |||
| 97 | Policy Relating to Recovery of Erroneously Awarded Compensation | Filed Electronically | |||
| 101 | The following financial statements from the Annual Report on Form 10-K for the year ended September 30, 2024, as filed with the Security and Exchange Commission, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders' Equity, and (vi) Notes to Consolidated Financial Statements. | Filed Electronically | |||
| 104 | The cover page from Digi International Inc.'s Annual Report on Form 10-K for the year ended September 30, 2024 is formatted in iXBRL (included in Exhibit 101). | Filed Electronically | |||
- Certain schedules and exhibits have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
** Management compensatory contract or arrangement required to be included as an exhibit to this Annual Report on Form 10-K.
*** Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.
(1) Incorporated by reference to Exhibit 2.1 to Form 8-K filed November 1, 2021.
(2) Incorporated by reference to Exhibit 3(a) to Form 10‑K for the year ended September 30, 1993 (File no. 0‑17972).
(3) Incorporated by reference to Exhibit 3.1 to Form 8-K filed April 30, 2020.
(4) Incorporated by reference to Exhibit 10.a to Form 10-Q filed for the quarter ended March 31, 2020.
(5) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 16, 2016.
(6) Incorporated by reference to Exhibit 10(b)(ii) to Form 10-Q for the quarter ended March 31, 2017.
(7) Incorporated by reference to Exhibit 10(b)(iii) to Form 10-Q for the quarter ended March 31, 2017.
(8) Incorporated by reference to Exhibit 10(b)(iv) to Form 10-Q for the quarter ended March 31, 2017.
(9) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 8, 2017.
(10) Incorporated by reference to Exhibit 10(a)(i) to Form 10-Q for the quarter ended March 31, 2018.
(11) Incorporated by reference to Exhibit 10(a)(ii) to Form 10-Q for the quarter ended March 31, 2018.
(12) Incorporated by reference to Exhibit 10(a)(iii) to Form 10-Q for the quarter ended March 31, 2018.
(13) Incorporated by reference to Exhibit 10(a)(iv) to Form 10-Q for the quarter ended March 31, 2018.
(14) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 14, 2018.
(15) Incorporated by reference to Exhibit 10(a)(i) to Form 10-Q for the quarter ended March 31, 2019.
(16) Incorporated by reference to Exhibit 10(a)(ii) to Form 10-Q for the quarter ended March 31, 2019.
(17) Incorporated by reference to Exhibit 10(a)(iii) to Form 10-Q for the quarter ended March 31, 2019.
(18) Incorporated by reference to Exhibit 10(a)(iv) to Form 10-Q for the quarter ended March 31, 2019.
(19) Incorporated by reference to Exhibit 10(b) to Form 10-Q for the quarter ended March 31, 2020.
(20) Incorporated by reference to Exhibit 10(b)(i) to Form 10-Q for the quarter ended March 31, 2020.
(21) Incorporated by reference to Exhibit 10(b)(ii) to Form 10-Q for the quarter ended March 31, 2020.
(22) Incorporated by reference to Exhibit 10(b)(iii) to Form 10-Q for the quarter ended March 31, 2020.
(23) Incorporated by reference to Exhibit 10(b)(iv) to Form 10-Q for the quarter ended March 31, 2020.
(24) Incorporated by reference to Exhibit 10(b)(v) to Form 10-Q for the quarter ended March 31, 2020.
(25) Incorporated by reference to Exhibit 10.1 to Form 8-K filed February 4, 2021.
(26) Incorporated by reference to Exhibit 10(b) to Form 10-Q for the quarter ended March 31, 2021.
(27) Incorporated by reference to Exhibit 10(c) to Form 10-Q for the quarter ended March 31, 2021.
(28) Incorporated by reference to Exhibit 10(d) to Form 10-Q for the quarter ended March 31, 2021.
(29) Incorporated by reference to Exhibit 10(e) to Form 10-Q for the quarter ended March 31, 2021.
(30) Incorporated by reference to Exhibit 10(f) to Form 10-Q for the quarter ended March 31, 2021.
(31) Incorporated by reference to Exhibit 10(g) to Form 10-Q for the quarter ended March 31, 2021.
(32) Incorporated by reference to Exhibit 10(b) to Form 10-Q for the quarter ended June 30, 2023.
(34) Incorporated by reference to Exhibit 10 to Form 10‑Q for the quarter ended June 30, 2010.
(35) Incorporated by reference to Exhibit 10.1 to Form 8-K filed December 5, 2014.
(36) Incorporated by reference to Exhibit 10(m) to Form 10-K for the year ended September 30, 2013.
(37) Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 10, 2019.
(38) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 7, 2023.
(39) Incorporated by reference to Exhibit 99(a) to the Company's Registration Statement on Form S-8 filed on June 9, 2023.
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