What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-11-21 compared with 2024-11-22 · 37 added, 57 removed, 278 unchanged (25% of the section changed)

23 unchanged sentences

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

91 unchanged sentences

Exhibit Number Description Method of Filing

2 (a) Purchase Agreement dated as of November 1, 2021 by and among Keith Charette, Steven Glaser, The Keith R.

Charette DE Incomplete – Gift Non-Grantor Trust, Ventus Networks, LLC, Ventus Holdings, LLC, Ventus IP Holdings, LLC, Ventus Wireless Services, Inc., Ventus Wireless CA, Inc., VClipz, Inc., and Digi International Inc.

Incorporated by Reference

3 (a) Restated Certificate of Incorporation, as amended (1) Incorporated by Reference

9 unchanged sentences

Incorporated by Reference

10 (b)(i) Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

10 (b)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2018 Omnibus Incentive Plan)** (5)

Incorporated by Reference

10 (b)(ii) Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc.

10 (b)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2018 Omnibus Incentive Plan)** (6)

Incorporated by Reference

10 (b)(iii) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

10 (b)(iii) Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2018 Omnibus Incentive Plan)** (7)

Incorporated by Reference

10 (b)(iv) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2018 Omnibus Incentive Plan)** (8)

Incorporated by Reference

10 (c) Digi International Inc.

16 unchanged sentences

Incorporated by Reference

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

10 (d)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

7 unchanged sentences

Incorporated by Reference

10 (d)(iv) Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

10 (d)(iv) Form of (Executive) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2020 Omnibus Incentive Plan)** (18)

Incorporated by Reference

10 (e) Digi International Inc.

10 (d)(v) Form of (Employee) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2020 Omnibus Incentive Plan)** (19)

Incorporated by Reference

10 (e) Digi International Inc.

2021 Omnibus Incentive Plan (as amended and restated on February 3, 2025) **(20)

Incorporated by Reference

10 (e)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

13 unchanged sentences

Incorporated by Reference

10 (f) Digi International Inc.

2021 Omnibus Incentive Plan **(25)

Incorporated by Reference

10 (f)(i) Form of (Director) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (26)

Incorporated by Reference

10 (f)(ii) Form of (Executive) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (27)

Incorporated by Reference

10 (f)(iii) Form of (Employee) Restricted Stock Unit Award Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (28)

Incorporated by Reference

10 (f)(iv) Form of (Executive) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (29)

Incorporated by Reference

10 (f)(v) Form of (Employee) Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (30)

Incorporated by Reference

10 (f)(vi) Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc.

10 (e)(vi) Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (26)

Incorporated by Reference

10 (f)(vii) Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc.

10 (e)(vii) Form of (Executive) Performance Stock Unit Award Agreement (for grants under Digi International Inc.

2021 Omnibus Incentive Plan) ** (27)

Incorporated by Reference

10 (g) Form of indemnification agreement with directors and officers of the Company ** (33)

10 (f) Form of indemnification agreement with directors and officers of the Company ** (28)

Incorporated by Reference

10 (h) Employment Agreement between the Company and Ronald E.

10 (g) Employment Agreement between the Company and Ronald E.

Konezny dated November 26, 2014 ** (29)

Incorporated by Reference

10 (i) Offer letter with David H.

10 (h) Offer letter with David H.

Sampsell dated as of April 8, 2011 ** (30)

Incorporated by Reference

10 (j) Employment Agreement with Kevin C.

10 (i) Employment Agreement with Kevin C.

Riley dated January 23, 2013 ** (31)

Incorporated by Reference

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

10 (k) Offer letter with James J.

10 (j) Offer letter with James J.

Loch dated May 1, 2019 ** (32)

Incorporated by Reference

10 (l) Offer letter with Jim Freeland dated January 29, 2024

Filed Electronically

10 (m) Credit Agreement dated December 7, 2023, by and among Digi International Inc.

10 (k) Offer letter with Jim Freeland dated January 29, 2024 ** (33)

Incorporated by Reference

10 (l) Credit Agreement dated December 7, 2023, by and among Digi International Inc.

as the borrower, BMO Bank, N.A., as administrative and collateral agent, BMO Capital Markets Corp., BofA Securities, Inc.

1 unchanged sentence

Incorporated by Reference

10 (n) Digi International Inc.

2021 Omnibus Incentive Plan, as amended and restated (39)

Incorporated by Reference

19 Insider Trading Policy (35)

Filed Electronically

Incorporated by Reference

21 Subsidiaries of the Company

Filed Electronically

23 (a) Consent of Grant Thornton LLP

Filed Electronically

23 (b) Consent of Deloitte & Touche LLP

23 Consent of Deloitte & Touche LLP

Filed Electronically

7 unchanged sentences

Filed Electronically

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)

Exhibit Number Description Method of Filing

97 Policy Relating to Recovery of Erroneously Awarded Compensation (36)

Filed Electronically

Incorporated by Reference

101 The following financial statements from the Annual Report on Form 10-K for the year ended September 30, 2025, as filed with the Security and Exchange Commission, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders' Equity, and (vi) Notes to Consolidated Financial Statements.

(i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders' Equity, (vi) Notes to Consolidated Financial Statements and (vii) the information set forth in Part II, Item 9B.

Filed Electronically

7 unchanged sentences

A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

(1) Incorporated by reference to Exhibit 2.1 to Form 8-K filed November 1, 2021.

(1) Incorporated by reference to Exhibit 3(a) to Form 10‑K for the year ended September 30, 1993 (File no.

2 unchanged sentences

(4) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 8, 2017.

(6) Incorporated by reference to Exhibit 10(b)(ii) to Form 10-Q for the quarter ended March 31, 2017.

(7) Incorporated by reference to Exhibit 10(b)(iii) to Form 10-Q for the quarter ended March 31, 2017.

(8) Incorporated by reference to Exhibit 10(b)(iv) to Form 10-Q for the quarter ended March 31, 2017.

(9) Incorporated by reference to Appendix A to definitive proxy statement on Schedule 14A filed December 8, 2017.

(5) Incorporated by reference to Exhibit 10(a)(i) to Form 10-Q for the quarter ended March 31, 2018.

13 unchanged sentences

(19) Incorporated by reference to Exhibit 10(b)(v) to Form 10-Q for the quarter ended March 31, 2020.

(25) Incorporated by reference to Exhibit 10.1 to Form 8-K filed February 4, 2021.

(20) Incorporated by reference to Exhibit 99(a) to Form S-8 filed May 8, 2025.

(21) Incorporated by reference to Exhibit 10(b) to Form 10-Q for the quarter ended March 31, 2021.

8 unchanged sentences

(30) Incorporated by reference to Exhibit 10(m) to Form 10-K for the year ended September 30, 2013.

(31) Incorporated by reference to Exhibit 10(a) to Form 10-Q for the quarter ended March 31, 2017.

(32) Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 10, 2019.

(33) Incorporated by reference to Exhibit 10(l) to Form 10-K for the year ended September 30, 2024.

(34) Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 7, 2023.

(39) Incorporated by reference to Exhibit 99(a) to the Company's Registration Statement on Form S-8 filed on June 9, 2023.

(35) Incorporated by reference to Exhibit 19 to Form 10-K for the year ended September 30, 2024.

(36) Incorporated by reference to Exhibit 97 to Form 10-K for the year ended September 30, 2024.

FORM 10-K SUMMARY

11 unchanged sentences

Christopher D.

Valerie Heusinkveld

Allison West Hughes

Konezny, by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the Registrant pursuant to Powers of Attorney duly executed by such persons.

14 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures