DIGI INTERNATIONAL INC

During the three months ended December 31, 2024, none of our directors or officers(as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified orterminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Actor any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

We are reporting the following information in lieu of reporting on a Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported below under Item 5.07, on February 3, 2025, our stockholders approved the Amended and Restated Digi International Inc. 2021 Omnibus Incentive Plan, which increased the number of shares available for issuance pursuant to awards under the plan by an additional two million shares and extended the expiration date so that the term of the plan runs for ten years from the date of the stockholder approval.

A description of the Amended and Restated Digi International Inc. 2021 Omnibus Incentive Plan, as amended, was included in the Company’s proxy statement for its annual meeting of shareholders filed with the United States Securities and Exchange Commission on December 13, 2024. A copy of the Amended and Restated Digi International Inc. 2021 Omnibus Incentive Plan, as amended, is filed as Exhibit 10(a) to this Quarterly Report on Form 10-Q.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Our annual meeting of stockholders was held on February 3, 2025. Of the 36,867,240 shares of our common stock eligible to vote at the meeting, 34,888,841 shares were present at the meeting by proxy or in person (virtually). The stockholders voted on the following matters: