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

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

DIGI INTERNATIONAL INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

DIGI INTERNATIONAL INC.

**9350 Excelsior Blvd.

Hopkins, Minnesota 55343

952-912-3444

December 17, 2025

Dear Stockholder:

You cordially are invited to attend our Annual Meeting of Stockholders, commencing at 2:00 p.m., Central Standard Time, on Friday, January 30, 2026. The Annual Meeting will be held in a virtual-only meeting format. Stockholders will not be able physically to 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

**DIGI INTERNATIONAL INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on

January 30, 2026

The Annual Meeting of Stockholders of Digi International Inc. will be held at 2:00 p.m., Central Standard Time, on January 30, 2026, in a virtual meeting format via live webcast at www.virtualshareholdermeeting.com/DGII2026. Stockholders will not be able to attend the Annual Meeting in person. Additional information is provided below under the heading “General Information.”

The items of business are:

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

The Board of Directors has fixed December 8, 2025 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 regardless of whether 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 17, 2025

**DIGI INTERNATIONAL, INC.

PROXY STATEMENT

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**DIGI INTERNATIONAL, INC.

PROXY STATEMENT