Sampsell David H. 4

What Happened

• David H. Sampsell, VP of Corporate Development, General Counsel & Corporate Secretary at Digi International (DGII), exercised options to acquire 324 shares at $21.53 each (cost ~$6,976) on Feb 9, 2026. He also sold a total of 6,100 shares in open-market transactions: 1,100 shares on Feb 9 (weighted avg. $45.04, $49,549) and 5,000 shares on Feb 10 at $45.74 ($228,700). The Form 4 also reports a derivative disposition of 324 shares at $0 related to the exercise.

Key Details

• Transaction dates: Feb 9, 2026 (exercise + 1,100-share sale) and Feb 10, 2026 (5,000-share sale).
• Prices & values:
  • Exercise: 324 shares @ $21.53 = $6,976 (acquired).
  • Sale: 1,100 shares @ weighted avg $45.04 = $49,549 (footnote: sale prices ranged $45.00–$45.1137).
  • Sale: 5,000 shares @ $45.74 = $228,700.
  • Total proceeds from reported sales ≈ $278,249.
• Derivative line: 324 shares disposed at $0 (listed separately on the form).
• Vesting/treatment: Footnote indicates the options/shares were fully vested (F2). Footnote F1 notes the weighted-average pricing detail for the Feb 9 sales and offers further breakdown on request.
• Shares owned after transaction: not stated in the provided filing excerpt.
• Filing timeliness: Report filed Feb 11, 2026 for transactions on Feb 9–10 — appears to be filed within the normal Form 4 timeframe.

Context

• The filing shows an option exercise plus sizeable open-market sales. The exercise indicates conversion of derivatives into common stock; the separate $0 derivative disposition entry may reflect how part of the exercise was recorded on the form (e.g., related withholding or conversion mechanics) — the filing does not explain motives.
• Sales by officers are often routine (liquidity or tax-related) and do not by themselves signal a change in company fundamentals; purchases are generally considered a stronger bullish signal. Sampsell is an officer, not reported as a 10% owner.