DIGI INTERNATIONAL INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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9350 Excelsior Blvd.

Hopkins, Minnesota 55343

952-912-3444​

December 13, 2024​

Dear Stockholder:

You are cordially invited to attend our Annual Meeting of Stockholders, commencing at 2:00 p.m., Central Standard Time, on Monday, February 3, 2025. The Annual Meeting will be held in a virtual only meeting format. Stockholders will not be able to physically attend the Annual Meeting.

The Secretary’s Notice of Annual Meeting and the Proxy Statement that follow describe the matters to come before the meeting. Whether or not you plan to log into the Annual Meeting, please vote your shares promptly so they can be represented at the meeting. If you have elected to receive a full set of proxy materials, then please sign the enclosed proxy card and return it in the accompanying postage-paid reply envelope as quickly as possible. If you later desire to revoke your proxy or voting instructions, you will have an opportunity to do so.

Sincerely,

Non-Executive Chairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on

February 3, 2025

The Annual Meeting of Stockholders of Digi International Inc. will be held at 2:00 p.m., Central Standard Time, on February 3, 2025, in a virtual meeting format via live webcast at www.virtualshareholdermeeting.com/DGII2025. Stockholders will not be able to physically attend the Annual Meeting. Additional information is provided below under the heading “General Information.”

The items of business are:

to elect four directors;

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to approve, on a non-binding advisory basis, the executive compensation paid to our named executive officers (“Say-on-Pay”);

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to ratify the appointment of Deloitte & Touche LLP as independent registered public accounting firm of the company for the fiscal year ending September 30, 2025;

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to approve the amendment and restatement of the Digi International Inc. 2021 Omnibus Incentive Plan; and

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to transact such other business as may properly be brought before the meeting and any adjournment or postponement thereof.

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The Board of Directors has fixed December 9, 2024 as the record date for the meeting, and only stockholders of record at the close of business on that date are entitled to receive notice of and vote at the meeting.

Your proxy is important to ensure a quorum at the meeting. Even if you own only a few shares, and whether or not you expect to log into the meeting, please vote your shares by proxy as quickly as possible. You may revoke your proxy at any time prior to its exercise, and voting by proxy will not affect your right to vote if you log into the meeting and revoke the proxy.

By Order of the Board of Directors,

David H. Sampsell

Executive Vice President, Corporate Development, General Counsel & Corporate Secretary

Hopkins, Minnesota

December 13, 2024