Form 4: Digi International VP Sampsell Reports Insider Stock Transactions
Insider Transaction Report
Digi International's VP, Corporate Development, GC & Corporate Secretary, David H. Sampsell, reported multiple transactions involving the acquisition and sale of common stock and exercise of stock options.
Summary
- David H. Sampsell, VP, Corporate Development, GC & Corporate Secretary of Digi International Inc. (DGII), reported several transactions involving the company's common stock and derivative securities.
- On November 21, 2025, Sampsell acquired 7,127 shares of common stock as restricted stock units (RSUs) at a price of $0. These RSUs are scheduled to vest in four substantially equal increments on November 21, 2026, 2027, 2028, and 2029.
- On November 22, 2025, 813 shares of common stock were disposed of at $40.02, likely for tax withholding purposes related to equity compensation.
- On November 24, 2025, Sampsell exercised 4,727 fully vested employee stock options at an exercise price of $16.75 per share and subsequently sold 4,727 shares of common stock at $40 per share.
- On November 25, 2025, Sampsell exercised 8,748 employee stock options at an exercise price of $21.53 per share. These options vested 25% on November 30, 2022, with the remainder vesting in 36 monthly installments.
- Concurrently on November 25, 2025, 8,748 shares of common stock were sold at a weighted average price of $41.5232 per share, with individual sale prices ranging from $41.40 to $41.69.
- Following these reported transactions, Sampsell directly beneficially owns 31,757,255 shares of common stock and indirectly owns 64,864 shares through a revocable trust.
- Sampsell also holds 324 remaining employee stock options.
Sentiment
Score: 5
Explanation: The filing reports a mix of equity acquisitions (RSUs, option exercises) and dispositions (sales, tax withholding), which is common for executive compensation and personal portfolio management. It does not inherently signal a strong positive or negative outlook for the company's operational performance.
Positives
- Acquisition of 7,127 restricted stock units (RSUs) at $0, representing future equity compensation and alignment with company performance.
- Exercise of 4,727 fully vested employee stock options at $16.75, indicating a significant in-the-money position relative to the sale price of $40.
- Exercise of 8,748 employee stock options at $21.53, also indicating a substantial gain relative to the weighted average sale price of $41.5232.
Negatives
- Disposition of 813 shares of common stock at $40.02, likely for tax withholding, which reduces direct ownership.
- Sale of 4,727 shares of common stock at $40, reducing direct ownership after option exercise.
- Sale of 8,748 shares of common stock at a weighted average price of $41.5232, further reducing direct ownership after option exercise.
Future Outlook
The filing indicates future vesting of restricted stock units on November 21, 2026, 2027, 2028, and 2029, and continued monthly vesting of the remaining employee stock options, suggesting ongoing equity compensation for the executive.
Industry Context
This Form 4 filing details routine insider transactions by a senior executive, which is a common occurrence in publicly traded companies as part of executive compensation and personal financial management. It does not provide specific insights into broader industry trends or the competitive landscape.
Stakeholder Impact
- Shareholders: The transactions represent routine insider activity. The sales could be interpreted as an executive monetizing vested equity, which is common for personal financial planning. The acquisitions (RSUs) show continued alignment with company performance and future incentives.
Next Steps
- Vesting of 7,127 restricted stock units in four equal increments on November 21, 2026, 2027, 2028, and 2029.
- Continued monthly vesting of the remaining 324 employee stock options.
Key Dates
| Date | Description |
|---|---|
| 11/30/2022 | Date when 25% of the 8,748 employee stock options began vesting. |
| 11/21/2025 | Acquisition of 7,127 restricted stock units (RSUs). |
| 11/22/2025 | Disposition of 813 common stock shares for tax purposes. |
| 11/24/2025 | Exercise of 4,727 employee stock options and subsequent sale of 4,727 common stock shares. |
| 11/25/2025 | Exercise of 8,748 employee stock options and subsequent sale of 8,748 common stock shares. This is also the filing date. |
| 11/21/2026 | First vesting increment for the 7,127 restricted stock units. |
| 11/27/2026 | Expiration date for the 4,727 employee stock options. |
| 11/21/2027 | Second vesting increment for the 7,127 restricted stock units. |
| 11/21/2028 | Third vesting increment for the 7,127 restricted stock units. |
| 11/30/2028 | Expiration date for the 8,748 employee stock options. |
| 11/21/2029 | Fourth and final vesting increment for the 7,127 restricted stock units. |
Keywords
Digi International, DGII, Insider Trading, Form 4, Stock Options, Restricted Stock Units, Equity Compensation, Stock Sale, Officer Transaction, David H. Sampsell
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