DGII

EX-99.1

2 dgii-ex991_20260506.htm

EX-99.1

Document

Exhibit 99.1

Digi International Reports Second Fiscal Quarter 2026 Results

Record Quarterly Revenue of $131M, Record End of Quarter ARR of $184M

Record Cash Flow From Operations of $41M

(Minneapolis, MN, May 6, 2026) - Digi International Inc. ("Digi" or the "Company") (Nasdaq: DGII), a leading global provider of business and mission-critical Internet of Things ("IoT") products, services and solutions, today announced its financial results for its second fiscal quarter ended March 31, 2026.

Second Fiscal Quarter 2026 Results Compared to Second Fiscal Quarter 2025 Results1

•Revenue was $131 million, an increase of 25%.

•Gross profit margin was 64.0%, an increase of 190 basis points.

•Operating margin was 13.1% in both periods.

•Net income was $11 million, an increase of 8%.

•Net income per diluted share was $0.29, an increase of 4%.

•Adjusted net income was $24 million, an increase of 33%.

•Adjusted net income per diluted share was $0.62, an increase of 29%.

•Adjusted EBITDA was $34 million, an increase of 32%.

•Annualized Recurring Revenue (ARR) was $184 million at quarter end, an increase of 50%.

(1) Fiscal 2026 results include the results of Jolt for the full six-month period and Particle following the January 2026 acquisition date.

Reconciliations of non-GAAP financial measures to their closest GAAP analogs appear at the end of this release, as well as a discussion of recent changes to the method of calculating adjusted net income and adjusted net income per share.

"Digi set new records for revenue, ARR, and profits in second fiscal quarter. Both of our reporting segments contributed with both organic and inorganic growth based on the successful integration of Jolt and Particle," stated Ron Konezny, President and CEO. "ARR growth reflects our customers' confidence in the recurring value of our solutions. Strong cash flow from operations underscores the capital efficiency of our business model and enables our acquisition flywheel. We are focused on our solution-oriented approach, driving real ROI for customers, and positioning Digi for continued long-term value creation."

Digi International Reports Second Fiscal Quarter 2026 Results

Additional Financial Highlights

•We used a combination of debt and cash on hand to fund our acquisition of Particle in the second quarter. Our outstanding debt as of the end of the second quarter was $143 million and our cash and cash equivalents balance was $32 million, resulting in a debt net of cash and cash equivalents of $111 million.

•Cash flow from operations was $41 million in the second quarter of fiscal 2026, compared to $26 million in the second quarter of fiscal 2025. This change was driven primarily by a decrease in net operating assets in the second quarter of fiscal 2026 of $15 million compared to a decrease of $4.5 million in the prior year period.

Segment Results

IoT Product & Services

The segment's second fiscal quarter 2026 revenue of $94 million increased 20% compared to the same period in the prior fiscal year. This consisted of a $10.3 million increase in one-time sales and $5.5 million of recurring revenue growth, with no material impact from pricing. These increases were driven largely by organic growth, with a contribution from the Particle acquisition. ARR as of the end of the second fiscal quarter was $57 million, an increase of 104% from the end of the second fiscal quarter of 2025. This increase was primarily due to the acquisition of Particle, with additional growth in the subscription base across remote management platforms, extended warranty offerings and technical support. Operating margin increased 40 basis points to 14.9% of revenue for the second fiscal quarter of 2026, due to lower manufacturing related costs, partially offset by an increase in amortization expense, due to the addition of acquisition-related intangibles

IoT Solutions

The segment's second fiscal quarter 2026 revenue of $37 million increased 39%, as compared to the same period in the prior fiscal year. The increase consisted of a $7.8 million increase in recurring revenue and a $2.6 million increase in one-time sales, with the majority of both driven by the Jolt acquisition. ARR as of the end of the second fiscal quarter was $127 million, an increase of 34% from the end of the second fiscal quarter of 2025, driven primarily by the acquisition of Jolt,with additional growth in our existing Solutions businesses. Operating margins decreased 80 basis points to 8.3% in the second fiscal quarter of 2026 compared to the prior fiscal year. This decrease was the result of an increase in amortization expense, due to the addition of acquisition-related intangibles.

Capital Allocation Strategy

We intend to continue to deleverage the Company's balance sheet.

Acquisitions remain a top capital priority for Digi as reflected by our acquisition of Particle announced on January 27. Particle is a leading p

dgii-202602040000854775false00008547752026-02-042026-02-040000854775exch:XNAS2026-02-042026-02-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 4, 2026 Date of report (date of earliest event reported)

Digi International Inc. (Exact name of registrant as specified in its charter)

Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Employer Identification No.)

9350 Excelsior Blvd.Suite 700 HopkinsMinnesota 55343 (Address of principal executive offices) (Zip Code)

(952) 912-3444 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common Stock, par value $.01 per shareDGIIThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02Results of Operations and Financial Condition.

On February 4, 2026, Digi International Inc. (“Digi”) issued a press release regarding Digi’s financial results for its first fiscal quarter ended December 31, 2025. A copy of Digi’s press release is attached hereto as Exhibit 99.1. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

No.ExhibitManner of Filing 99.1 Press Release dated February 4, 2026, announcing financial results for the first fiscal quarter ended December 31, 2025 Furnished Electronically 104 The cover page from the Current Report on Form 8-K formatted in Inline XBRLFiled Electronically

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized. Date: February 4, 2026

DIGI INTERNATIONAL INC.

By: /s/ James J. Loch James J. Loch Senior Vice President, Chief Financial Officer and Treasurer

dgii-202511120000854775false00008547752025-11-122025-11-120000854775exch:XNAS2025-11-122025-11-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 12, 2025 Date of report (date of earliest event reported)

Digi International Inc. (Exact name of registrant as specified in its charter)

Delaware 1-34033 41-1532464 (State of Incorporation) (Commission file number) (I.R.S. Employer Identification No.)

9350 Excelsior Blvd.Suite 700 HopkinsMinnesota 55343 (Address of principal executive offices) (Zip Code)

(952) 912-3444 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered Common Stock, par value $.01 per shareDGIIThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02Results of Operations and Financial Condition.

On November 12, 2025, Digi International Inc. (“Digi”) issued a press release regarding Digi’s financial results for its fourth fiscal quarter and full fiscal year ended September 30, 2025. A copy of Digi’s press release is attached hereto as Exhibit 99.1. The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits.

No.ExhibitManner of Filing 99.1 Press Release dated November 12, 2025, announcing financial results for the fourth fiscal quarter and full fiscal year ended September 30, 2025 Furnished Electronically 104 The cover page from the Current Report on Form 8-K formatted in Inline XBRLFiled Electronically

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized. Date: November 12, 2025

DIGI INTERNATIONAL INC.

By: /s/ James J. Loch James J. Loch Senior Vice President, Chief Financial Officer and Treasurer