QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2025OR (Exact name of registrant as specified in its charter) 41-1532464 (I.R.S. Employer Identification Number) (952)912-3444(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files). Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growthcompany" in Rule12b-2 of the Exchange Act: Large accelerated filer☑Non-accelerated filer☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☑ On January29, 2026, there were 37,611,160 shares of the registrant's $.01 par value Common Stock outstanding. PagePART I. FINANCIAL INFORMATIONITEM 1. Unaudited Financial Statements:Condensed Consolidated Statements of Operations1Condensed Consolidated Statements of Comprehensive Income2Condensed Consolidated Balance Sheets3Condensed Consolidated Statements of Cash Flows4Condensed Consolidated Statements of Stockholders’ Equity5Notes to Condensed Consolidated Financial Statements6ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations18ITEM 3. Quantitative and Qualitative Disclosures About Market Risk26ITEM 4. Controls and Procedures27PART II. OTHER INFORMATIONITEM 1. Legal Proceedings28ITEM 1A. Risk Factors28ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds29ITEM 3. Defaults Upon Senior Securities29ITEM 4. Mine Safety Disclosures29ITEM 5. Other Information29ITEM 6. Exhibits31 DIGI INTERNATIONAL INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED) DIGI INTERNATIONAL INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(UNAUDITED) The accompanying notes are an integral part of the condensed consolidated financial statements. DIGI INTERNATIONAL INC.CONDENSED CONSOLIDATED BALANCE SHEETS(UNAUDITED) December 31, 2025September 30, 2025(in thousands, except share data) DIGI INTERNATIONAL INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED) DIGI INTERNATIONAL INC.CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(UNAUDITED) DIGI INTERNATIONAL INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED) 1. BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ANDSIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited condensed consolidated financial statements of Digi International Inc. ("we," "us," "our," "Digi" or "the Company")have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission applicable tointerim financial statements. While these financial statements reflect all normal recurring adjustments that are, in the opinion ofmanagement, necessary for fair presentation of the results of the interim period, they do not include all of the information andfootnotes required by U.S. generally accepted accounting principles ("GAAP") for complete financial statements. These financialstatements should be read in conjunction with the financial statement disclosures in Part I, Item 1 of our Annual Report onForm 10-Kfor the year ended September30, 2025. We use the same accounting policies in preparing quarterly and annual financial statements.The quarterly results of operations are not necessarily indicative of the results to be expected for the full year. Recently Issued Accounting Standards Not Yet Adopted In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03,Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), “Disaggregation ofIncome Statement Expenses,” which r