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Our IoT Solutions segment consists of our SmartSense by Digi ® business and our Managed Network–as–a-Service (“MNaaS”) business acquired via our November 2021 acquisition of Ventus Wireless, LLC and affiliated entities ("Ventus").
−Removed: SmartSense by Digi offers wireless temperature and other condition-based monitoring services as well as employee task management services.
−Removed: These solutions focus on the following vertical markets:
+Added: SmartSense by Digi offers wireless temperature and other condition-based monitoring services as well as employee task management, label printing and other services.
+Added: During the fourth quarter of fiscal 2025 we completed the acquisition of Jolt Software, Inc.
+Added: to enhance the offerings of SmartSense by Digi.
+Added: SmartSense by Digi and Jolt ® collectively focus on the following vertical markets:
food service, healthcare (primarily pharmacies and hospitals) and supply chain.
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We believe the IoT industry is in the midst of a multi-year expansion as many industries are undergoing a digital transformation within their business that drives demand for IoT capabilities across a broad spectrum of services.
−Removed: Among others, IoT use cases include providing and maintaining secure connectivity and monitoring of operating assets, condition-based monitoring of perishable goods, enabling remote work by employees and automating workflows and operations.
+Added: Among others, IoT use cases include providing and maintaining secure connectivity and monitoring of operating assets in a wide-range of different businesses, condition-based monitoring of perishable goods, enabling remote work by employees and automating workflows and operations.
Our IoT Products & Services segment represented the majority of our sales in fiscal 2025.
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More recently we have placed greater emphasis on selling subscription-based solutions across this product portfolio.
−Removed: For example, during fiscal 2024 we launched the Digi LifeCycle Assurance subscription solution, and we recently announced the launch of the Digi 360 subscription solution.
−Removed: Our IoT Solutions segment is comprised primarily of our SmartSense by Digi and Ventus offerings.
+Added: Our IoT Solutions segment is comprised primarily of our SmartSense by Digi and Jolt, as well as Ventus offerings.
The offerings in this segment are primarily offered on a subscription model and provide us with a stable base of higher-margin recurring revenues.
While we expect an ongoing long-term trend of marketplace growth, each of our business segments is susceptible to downturns either because of general macro-economic conditions, the continued development of technology that can make products less competitive or even obsolete and uncertainty or changes in regulatory environments.
−Removed: Given the current uncertainty in macro-economic conditions, including, but not limited to, potential recessionary conditions, global geopolitical conditions, supply
−Removed: chain disruptions globally and the uncertain status of large project-based customer deployment opportunities, our results during fiscal 2025 may be inconsistent quarter to quarter or with historical results.
+Added: Given the current uncertainty in macro-economic conditions, including, but not limited to, potential recessionary conditions, the implementation of tariffs by governments around the world, changing global geopolitical conditions, supply chain disruptions globally and the uncertain status of large project-based customer deployment opportunities, our results during fiscal 2026 may be inconsistent quarter to quarter or with historical results.
We remain focused on taking steps that we believe will deliver consistent, long-term growth with higher levels of profitability.
−Removed: This includes continuously reviewing and managing the product, service and solution offerings we provide to align with customer interests and meet market demand.
−Removed: In addition, acquisitions historically have helped significantly advance our offerings and driven growth and profitability, in both business segments.
−Removed: While our last acquisition was completed in fiscal 2022, we do expect to continue to be active in making further acquisitions.
+Added: This includes continuously reviewing and managing the product, service and solution offerings we provide to align with customer interests and to meet market demand.
+Added: In addition, acquisitions historically have helped significantly advance our offerings and drive growth and profitability, in both business segments.
+Added: In the fourth quarter of fiscal 2025 we completed the acquisition of Jolt Software Inc., a Utah based provider of task management, workforce management and labeling solutions used by food retailers, restaurants and other businesses that might also use our SmartSense by Digi condition monitoring solutions.
While it is possible we will complete smaller transactions, we primarily are focusing our efforts for future potential acquisitions on opportunities of scale with the potential to enhance subscription based recurring revenue.
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We believe this management structure brings greater market focus and potential growth to our product lines.
−Removed: We also continue to drive efforts to pair our hardware offerings with our Digi Remote Manager ® device management platform as well as other support services, as shown by the launch of the Digi LifeCycle Assurance subscription solution and the recently announced launch of the Digi 360 subscription solution.
−Removed: These bundled offerings are sold on a subscription basis and allow customers to monitor and manage the performance of our hardware remotely.
+Added: We also continue to drive efforts to pair our hardware offerings with our remote manager device management platforms as well as other support services.
+Added: These bundled offerings are sold on a subscription basis and allow customers to monitor and manage the performance of hardware they purchase from us remotely.
As of September 30, 2025 the (Annualized Recurring Revenue ("ARR") of this segment was $32 million.
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Our offerings provide comprehensive hardware-enabled software solutions.
−Removed: The segment represents nearly 25% of total revenues.
+Added: The segment represents approximately 25% of total revenues.
As of September 30, 2025 the ARR of this segment was $120 million.
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Acquisitions and Dispositions
−Removed: Our acquisition of Ventus in fiscal 2022 described above is the only acquisition we have completed during our fiscal years 2022 through 2024.
+Added: Our acquisition of Jolt in the fourth quarter of fiscal 2025 described above is the only acquisition we have completed during our fiscal years 2023 through 2025.
Sales Channels
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These third parties accounted for 60.2%, 56.7% and 59.9% of our total consolidated revenue in fiscal 2025, 2024 and 2023, respectively.
−Removed: Our IoT Solutions segment does not sell through these channels.
+Added: Our IoT Solutions segment typically does not sell through these channels.
The remaining 39.8%, 43.3% and 40.1% of our total consolidated revenue in fiscal 2025, 2024 and 2023, respectively is sold through our dedicated sales organization.
−Removed: Our larger distributors, by sales volume, include Arrow Electronics, Avnet, Bressner Technology GmbH, Digi-Key, Express Systems & Peripherals, Ingram Micro, Mouser Electronics, Solsta, Symmetry Electronics, Synnex, Tokyo Electron Device and Venco Electrónica S.A.
+Added: Our larger distributors, by sales volume, include Arrow Electronics, Avnet, Bressner, Digi-Key, Express Systems, Ingram Micro, MiTac, Mouser Electronics, Synnex and World Wide Technology.
We also maintain relationships with many other distributors both domestically and internationally.
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Among others, relationships include:
−Removed: AT&T, AWS, Google, Kore, Novotech, NXP, Orange, Qualcomm, Silicon Laboratories, T-Mobile, Telus, Verizon, Vodafone, Westbase and several other cellular carriers worldwide.
+Added: AT&T, AWS, Google, KORE, Novotech, NXP, Orange, Qualcomm, Silicon Laboratories, T-Mobile, Telus, Verizon, Vodafone, Westbase and various other cellular carriers worldwide.
We have established relationships with equipment vendors in a range of industries such as energy, industrial, retail, transportation, medical, and government that allow these partners to ship our products and services as component parts of their overall solutions.
Our products utilize many of the world’s leading telecommunications companies and Internet service providers, including, among others, AT&T, T-Mobile and Verizon.
−Removed: No single customer comprised more than 10% of our consolidated revenue for any of the fiscal years 2024, 2023 or 2022.
+Added: We had one distributor customer of Digi's IoT Products & Services segment that represented 13 % of consolidated revenue for the twelve months ended September 30, 2025.
+Added: No customers represented over 10% of consolidated revenue for the twelve months ended September 30, 2024 or 2023.
In general, our sales are not considered to be highly seasonal, although our first fiscal quarter revenue is often less than other quarters due to holidays and fewer business days.
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Manufacturing Operations
−Removed: We outsource our manufacturing operations to certain contract manufacturers, which are located primarily in Thailand, Mexico, Taiwan, Cambodia and China.
+Added: We outsource our manufacturing operations to certain contract manufacturers, which are located primarily in Thailand, Mexico, Taiwan and Cambodia .
We rely on third party foundries or companies who rely on third party foundries for our semiconductor devices that are Application Specific Integrated Circuits ("ASICs").
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Due to rapidly changing technology in the communications technology industry, we believe a large part of our success depends upon the product and service development skills of our personnel as well as our ability to integrate any acquired technologies with organically developed technologies.
−Removed: While we dedicate significant resources to research and development, many of our competitors are focused on a smaller set of products than us and are likely able to dedicate more resources than us toward the portions of the market in which we compete with them.
+Added: While we dedicate significant resources to research and development, many of our
+Added: competitors are focused on a smaller set of products than us and are likely able to dedicate more resources than us toward the portions of the market in which we compete with them.
Our proprietary rights and technology are protected by a combination of copyrights, patents, trade secrets and trademarks.
We have established common law and registered trademark rights on a family of marks for a number of our products.
−Removed: Our IoT Products & Services primarily are sold under the Digi, Rabbit ® , Digi XBee ® , and Opengear ® brands.
−Removed: We believe that the Digi and Rabbit brands have established strong identities with our targeted customer base and our customers associate the Digi brand with "reliability" and the Rabbit brand with "ease of integration." We believe that our customers associate Digi XBee with
−Removed: "ease of use." Many of our customers choose us because they are building a very complex system solution and they want the highest level in product reliability and ease of integration and use.
−Removed: Our IoT Solutions are offered under the Ventus and SmartSense by Digi brands.
+Added: Our IoT Products & Services primarily are sold under the Digi, Digi XBee ® , and Opengear ® brands.
+Added: We believe that the Digi brand has established a strong identity with our targeted customer base and our customers associate the Digi brand with "reliability." We believe that our customers associate Digi XBee with "ease of use." Many of our customers choose us because they are building a very complex system solution and they want the highest level in product reliability and ease of integration and use.
+Added: Our IoT Solutions are offered under the Ventus, SmartSense by Digi and Jolt brands.
Our patents are applicable to specific technologies and are valid for varying periods of time based on the date of patent application or patent grant in the U.S.
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We continuously evaluate, modify, and enhance our internal processes and technologies to increase employee engagement, productivity, and efficiency.
−Removed: We are committed to promoting and cultivating an inclusive, diverse culture that welcomes and celebrates everyone without bias.
−Removed: In addition, we actively engage within our communities to foster social equity.
+Added: We are committed to promoting and cultivating an inclusive culture where everyone is encouraged to grow, lead and thrive.
+Added: In addition, we actively engage within our communities to help build connection and reinforce our commitment to meaningful impact.
Compensation Philosophy
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These products offer a wide selection of both standards-based and proprietary wireless protocols including Zigbee, Cellular, Sub-1 GHz, LPWA, WiFi and Bluetooth to meet diverse application requirements of customers.
−Removed: Embedded System Products – Marketed under the Digi Connect ® , ConnectCore ® and Rabbit brands these are embedded system on modules ("SOMs") and single board computers that are embedded into customer products in a broad range of industries and applications.
+Added: Embedded System Products – Marketed under the Digi Connect ® and ConnectCore ® brands these are embedded system on modules ("SOMs") and single board computers that are embedded into customer products in a broad range of industries and applications.
These products deliver highly integrated computer platforms with scalable performance, flexible wired and wireless connectivity and complete software platforms.
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These products also include battery and hardwired options for the control and monitoring of critical infrastructure.
−Removed: Digi Remote Manager – Digi Remote Manager is a recurring revenue cloud-based service that provides a secure environment for customers to manage their connected device for the full deployment lifecycle.
+Added: Digi Remote Manager – Digi Remote Manager is a recurring revenue on-premise service that provides a secure environment for customers to manage their connected device for the full deployment lifecycle.
This service enables customers to activate, monitor, diagnose, reset, update and/or upgrade their mission-critical devices from a single point of command.
Through a "single pane of glass," network managers can manage configurations, update firmware, add features and schedule and automate tasks from their desktop, tablet or phone.
−Removed: Lighthouse ® Management Software – Lighthouse is a recurring revenue cloud-based service that provides a secure environment for customers to manage their network devices by providing secure access to remote networks regardless of how they are connected or how a user interacts with the system.
+Added: Lighthouse ® Management Software – Lighthouse is a recurring revenue cloud-based service that provides a secure environment for customers to manage their network devices by providing secure access to remote networks regardless of how
+Added: they are connected or how a user interacts with the system.
Designed with security, scalability and automation in mind, Lighthouse allows engineers to control every aspect of their network through a central hub.
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Professional services include solution planning and implementation services to customers who purchase our products such as site planning, implementation management, application development and customer training.
−Removed: subscriptions are offered to customers wishing to enable cellular connectivity on our products.
+Added: Data plan subscriptions are offered to customers wishing to enable cellular connectivity on our products.
Enhanced technical support provides priority, in-depth technical support consultations with our experienced support team.
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SmartSense by Digi is increasingly pivoting to providing a comprehensive sensing-as-a-service solution to better address customers' needs and expand its role as a leader in this solution space.
+Added: Jolt – Jolt provides cloud-based task management, workforce management and labeling solutions that help businesses achieve team accountability, digital food safety compliance, and improved employee performance.
+Added: Jolt is used by thousands of brands across retail, hospitality, and food service.
Ventus – Ventus is a leader in providing comprehensive MNaaS solutions that simplify the complexity of both wireless and fixed-line WAN connectivity.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.