Form 4: Digi International VP Sells Shares After Option Exercise

Digi International's VP of Supply Chain, Terrence G. Schneider, reported exercising stock options and subsequently selling a significant number of shares, alongside an RSU grant.

Summary

• Terrence G. Schneider, VP, Supply Chain at Digi International Inc. (DGII), reported multiple transactions.
• On November 21, 2025, Schneider acquired 5,345 restricted stock units (RSUs) which will vest in four equal increments annually from November 21, 2026, to 2029.
• On November 22, 2025, 622 shares of common stock were disposed of at $40.02, likely for tax withholding.
• On November 24, 2025, Schneider exercised 16,667 fully vested employee stock options at an exercise price of $17.94 per share.
• Immediately following the option exercise on November 24, 2025, 16,667 shares were sold at a weighted average price of $40.556 per share.
• An additional 4,208 shares of common stock were sold on November 25, 2025, at a weighted average price of $41.68 per share.
• Following these transactions, Schneider's direct beneficial ownership of common stock stands at 24,756 shares.

Sentiment

Score: 3

Explanation: The VP of Supply Chain engaged in significant selling of common stock, totaling 20,875 shares in open market sales, following the exercise of options. While an RSU grant was received, the net effect of the transactions is a reduction in direct beneficial ownership, which can be interpreted as a less bullish signal from an insider.

Positives

• Acquisition of 5,345 restricted stock units (RSUs) on November 21, 2025, indicating future equity participation.
• Exercise of 16,667 employee stock options at a strike price of $17.94, realizing a gain given the sale prices.

Negatives

• Significant sale of 16,667 shares on November 24, 2025, at a weighted average price of $40.556, immediately following option exercise.
• Further sale of 4,208 shares on November 25, 2025, at a weighted average price of $41.68.
• Disposition of 622 shares on November 22, 2025, at $40.02, likely for tax purposes, reducing direct holdings.
• Net reduction in direct beneficial ownership of common stock from 29,586 to 24,756 shares after all reported transactions, excluding the unvested RSUs.

Future Outlook

The acquired Restricted Stock Units (RSUs) are scheduled to vest in four substantially equal increments on November 21, 2026, 2027, 2028, and 2029, indicating future equity compensation.

Industry Context

NA

Stakeholder Impact

• Shareholders: Insider selling, particularly open market sales beyond tax obligations or option exercise, can sometimes be perceived negatively by investors as it may signal a lack of confidence or a desire to diversify holdings by a key executive.

Next Steps

• The 5,345 Restricted Stock Units (RSUs) will vest in four equal increments on November 21, 2026, 2027, 2028, and 2029.

Key Dates

Recommendation

While the insider sold a significant number of shares, much of it appears to be related to the exercise of options, which is a common liquidity event for executives. The simultaneous grant of new restricted stock units indicates continued long-term equity alignment. Without further context on the company's performance or broader market conditions, a 'hold' recommendation is appropriate, acknowledging the selling activity but not overreacting to what could be a routine compensation-related transaction.

Keywords

Digi International, DGII, Insider Trading, Form 4, Stock Options, RSU, Share Sale, Executive Compensation, Terrence G. Schneider, VP Supply Chain