Form 4: Digi International VP Sells Shares After Option Exercise

Digi International's VP, Corporate Development, General Counsel & Corporate Secretary, David H. Sampsell, sold 22,222 shares of common stock on November 17, 2025, after exercising employee stock options.

Summary

• David H. Sampsell, VP, Corporate Development, General Counsel & Corporate Secretary of Digi International Inc. (DGII), reported transactions on November 17, 2025.
• Sampsell exercised employee stock options to acquire 22,222 shares of common stock at an exercise price of $17.94 per share.
• Concurrently, Sampsell sold 22,222 shares of common stock at a weighted average price of $38.3783 per share, with individual sale prices ranging from $38.13 to $38.855.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.
• Following these transactions, Sampsell directly owns 31,748.507 shares of common stock and indirectly owns 64,864 shares through a revocable trust.
• An error in previously reported beneficial ownership balances was corrected, updating the direct ownership figure.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While insider selling can sometimes be viewed negatively, the transactions represent the realization of value from vested options, which is a normal part of executive compensation. The use of a 10b5-1 plan also mitigates concerns about opportunistic trading.

Positives

• The executive exercised fully vested employee stock options, indicating a realization of compensation benefits.
• The sale price of $38.3783 per share is significantly higher than the exercise price of $17.94, demonstrating a substantial profit on the exercised options.

Negatives

• The sale of shares by a key executive, even if pre-planned, can sometimes be interpreted by the market as a lack of confidence, though it is often part of routine compensation management.

Risks

• Insider selling, even under a 10b5-1 plan, can sometimes lead to negative market sentiment if not understood in the context of executive compensation and personal financial planning.

Future Outlook

This Form 4 filing reports past insider transactions and does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

Insider transactions, such as those reported in a Form 4, are a standard part of executive compensation and personal financial management across all industries. The use of a Rule 10b5-1 plan is a common practice for executives to pre-arrange stock sales to avoid accusations of trading on material non-public information.

Corporate Governance

Stakeholder Impact

• Shareholders: May observe the executive's stock sale and consider its implications for their investment decisions, though the 10b5-1 plan context is important.
• Employees: No direct impact, but awareness of executive compensation practices.

Key Dates

Keywords

DGII, Digi International, Insider Transaction, Form 4, Stock Option Exercise, Share Sale, Executive Compensation, Rule 10b5-1 Plan