SEC Filing Analysis: DIGI INTERNATIONAL INC (DGII)

Executive Summary

• Trading Significance: Low
• Key Takeaway: The VP of Supply Chain received a stock grant as part of a standard compensation plan, with a portion of the shares automatically sold to cover tax liabilities. This is not a discretionary market trade.
• Market Impact: Neutral. The transaction is a routine, non-discretionary event with negligible size relative to the company's market capitalization.

Company Information

Field	Value
Company	DIGI INTERNATIONAL INC
Ticker Symbol	DGII
CIK	0000854775
Industry	Computer Communications Equipment

Insider Information

Field	Value
Name	Schneider Terrence G.
CIK	0001776095
Title/Position	VP, SUPPLY CHAIN
Relationship	Officer

Transaction Details

This filing reports multiple related transactions representing the vesting of restricted stock units (RSUs) and subsequent tax withholding.

Summary of Transactions:

• Grant (Code A): Acquired a total of 5,332 shares of Common Stock at $0.00 per share.
• Tax Withholding (Code F): Disposed of a total of 2,626 shares at $36.15 per share to satisfy tax obligations.
• Net Result: A net acquisition of 2,706 shares.

Field	Value (for the Grant)
Form Type	4
Transaction Date	2025-11-03
Transaction Code	A (Award) & F (Tax Withholding)
Security Type	Common Stock
Shares Involved	5,332 (Acquired)
Price Per Share	$0.00
Total Value	~$192,758 (Calculated value of grant)
Shares Owned After	28,323
Ownership Type	Direct

Financial Impact Assessment

Transaction Materiality

Metric	Value
Transaction Value (Grant)	~$192,758
% of Market Cap	0.014%
Shares Transacted (Grant)	5,332
% of Shares Outstanding	0.014%
Post-Transaction Ownership	28,323 shares (0.076% of outstanding)
Materiality Assessment	Low

Impact Evaluation

• Market Cap Context: For a company with a $1.36 billion market cap, a transaction valued at ~$193k is immaterial.
• Ownership Concentration: The insider's post-transaction ownership of 0.076% is not a significant concentration.
• Dilution Impact: The grant of 5,332 new shares results in a negligible dilution of approximately 0.014% to existing shareholders.
• Transaction Significance: The transaction is classified as low significance because its value is well below 0.1% of the company's market cap and the shares involved are well below 0.1% of total shares outstanding.

Market Impact Analysis

Stock Impact Prediction

• Direction: Neutral
• Reasoning: This is a pre-scheduled compensation event, not a discretionary trade based on market sentiment. The automatic 'sell-to-cover' for taxes (Code F) is standard practice and does not reflect a negative outlook from the insider.

Volume & Sentiment

• Expected Volume Impact: Minimal. The transaction is too small to materially affect trading volume.
• Sentiment Indicator: Neutral. The market generally views RSU vesting and tax-related sales as routine and non-indicative of insider sentiment.

Additional Context

Transaction Notes

• Special Circumstances: The filing shows a common pattern for RSU vesting: a grant of shares (Code 'A') followed immediately by a disposition (Code 'F') to cover the tax liability incurred upon vesting. The net effect is an increase in the insider's holdings.