DIGI INTERNATIONAL INC 8-K

What Happened
Digi International, Inc. (DGII) announced a First Amendment to its Revolving Credit Agreement with BMO Bank N.A. as administrative and collateral agent and the lenders party to the facility. The Amendment is effective December 23, 2025 (filed on Form 8‑K December 30, 2025) and changes how borrowing costs are calculated, adds a higher pricing level tied to leverage, removes a 10 basis‑point adjustment on Term SOFR loans, and increases the uncommitted accordion capacity.

Key Details

• Amendment effective date: December 23, 2025; 8‑K filed December 30, 2025. Administrative agent: BMO Bank N.A.; certain Digi subsidiaries are guarantors.
• Pricing tiers increased from 4 to 5 levels by adding a Level V when total net leverage ≥ 3.00:1.00. Margins now range: Term SOFR 1.35%–3.10% (was 1.75%–2.75%); base rate 0.35%–2.10% (was 0.75%–1.75%).
• Temporary reduced margins from amendment date until five business days after Digi files its compliance certificate for the quarter ending Dec 31, 2025: base rate loans 0.85% and Term SOFR loans 1.85%.
• Removed a 10 basis‑point credit spread adjustment on Term SOFR loans; increased uncommitted accordion capacity from the greater of $95M or 100% of trailing‑12‑month adjusted EBITDA to the greater of $105M or 100% of trailing‑12‑month adjusted EBITDA.

Why It Matters
The amendment directly affects Digi’s cost of borrowing and available liquidity. Lower near‑term margins reduce interest expense in the short run, while the new Level V and wider margin ranges mean borrowing costs can be higher if leverage rises above specified thresholds. Increasing the uncommitted accordion to $105 million expands potential borrowing capacity. Investors should note these changes because they influence financing flexibility, interest expense sensitivity to leverage, and the company’s liquidity profile.