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DIGI INTERNATIONAL INC

For the period ended Dec 31, 2025. Filed Feb 4, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2025 · Filed Feb 4, 2026

DGII$67.13+6.2%Stored close · as of Nov 9, 2026

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ITEM 5. Other Information

During the three months ended December 31, 2025, 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 Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

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

Our annual meeting of stockholders was held on January 30, 2026. Of the 37,589,332 shares of our common stock eligible to vote at the meeting, 35,968,134 shares were present at the meeting by proxy or in person (virtually). The stockholders voted on the following matters:

1. Satbir Khanuja, PhD. and Ronald E. Konezny were elected as directors for three-year terms. Voting for each of their elections was as follows:
NameVotes ForVotes AgainstAbstainBrokerNon-Votes
Satbir Khanuja, PhD.31,251,0782,638,87210,7492,067,435
Ronald E. Konezny32,981,918909,1569,6252,067,435
2. A non-binding advisory vote to approve the executive compensation disclosed in our proxy statement for the annual meeting received advisory approval based on 32,477,945 “for” votes and 1,402,149 “against” votes. 20,605 shares abstained from voting and there were 2,067,435 broker non-votes on this proposal.
3. The stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2026, with 35,884,011 shares voting for the proposal and 59,198 shares voting against the proposal. 24,925 shares abstained from voting on this proposal.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.