DGII

• Net income was $16 million, up 54%, with diluted EPS of $0.40, up 48%.
• Adjusted EBITDA was $40 million, up 47%; adjusted net income per diluted share was $0.75, up 47%.
• End-of-quarter ARR reached a record $191 million, up 52% year-over-year.
• Fiscal 2026 guidance raised: revenue $529M-$533M, Adjusted EBITDA $146.0M-$147.5M, ARR growth at least 27%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Adjusted net income $24M (+33%), adjusted diluted EPS $0.62 (+29%), adjusted EBITDA $34M (+32%).
• End-of-quarter ARR reached $184M, up 50% YoY; IoT Products & Services ARR $57M (+104%), IoT Solutions ARR $127M (+34%).
• Cash flow from operations was $41M in Q2 FY2026 vs $26M in Q2 FY2025; debt net of cash was $111M ($143M debt, $32M cash).
• FY2026 guidance raised: ARR growth 25%, revenue growth 20-22%, adjusted EBITDA growth 23-26%; Q3 revenue $130-134M, adjusted EBITDA $35.5-37.0M, adjusted diluted EPS $0.65-0.68.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• CFO James J. Loch received a one-time performance stock unit award eligible to vest into 14,668 shares, with tranches vesting on November 1, 2026, 2027, and 2028 based on software integration and migration goals.
• EVP David H. Sampsell received a one-time performance stock unit award eligible to vest into 12,223 shares as of December 31, 2028, contingent on assistance in onboarding successors for general counsel and corporate development leader roles.
• Vesting of each award is subject to continued service and certification of actual performance by the Compensation Committee.
• The award agreements are filed as Exhibits 10.1 and 10.2 to the Form 8-K.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Net income was $12 million, up 16%, with diluted EPS of $0.31, up 15%.
• Adjusted EBITDA was $32 million, up 23%, and adjusted net income per diluted share was $0.56, up 24%.
• Annualized Recurring Revenue (ARR) reached $157 million at quarter end, up 31%.
• For fiscal 2026, the company guides ARR growth of 23%, revenue growth of 14%-18%, and Adjusted EBITDA growth of 17-21%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendment adds a fifth pricing level for total net leverage ratios of 3.00:1.00 or higher, with Term SOFR loan margins now ranging from 1.35% to 3.10% and base rate loan margins from 0.35% to 2.10%.
• The credit spread adjustment on Term SOFR loans was removed, and the uncommitted accordion feature was increased from $95 million to $105 million (or 100% of trailing twelve-month adjusted EBITDA).
• Initial applicable margins after the amendment are 0.85% for base rate loans and 1.85% for Term SOFR loans, effective until five business days after the compliance certificate for the quarter ending December 31, 2025 is provided.
• The amendment generally reduces applicable margins when Digi's total net leverage ratio is below 2.50:1.00 and reduces the commitment fee for leverage ratios between 1.75:1.00 and 3.00:1.00.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Q4 net income was $10 million ($0.26 per diluted share), down 16% year over year; adjusted net income was $21 million ($0.56 per diluted share), up 10%.
• Q4 adjusted EBITDA was $29 million, up 11%; full-year adjusted EBITDA was $108 million, up 11%.
• Annualized Recurring Revenue (ARR) reached $152 million at quarter end, up 31% year over year.
• For fiscal 2026, the company projects ARR growth of approximately 10%, revenue growth of 10-15%, and adjusted EBITDA growth of 15-20%.
• The company completed the acquisition of Jolt Software Inc. for $145.7 million net of cash assumed in August 2025.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Digi International acquired all shares of Jolt Software, Inc. on August 18, 2025 for approximately $145.5 million in cash, net of Jolt's cash.
• The borrowing bears interest at Term SOFR for a one-month period plus a 2.25% margin, with a 0.25% commitment fee; about $70 million remained available after the draw.
• Jolt, a Utah-based software provider for restaurants, retail, and hospitality, will be integrated into Digi's SmartSense business and reported under the IoT Solutions segment.
• Digi expects the acquisition to be immediately accretive to adjusted EPS and projects $11 million in annualized adjusted EBITDA synergies by end of calendar 2026.

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Gross profit margin was 63.5%, up 430 basis points; net income was $10 million, up 6%.
• Adjusted EBITDA was $28 million, up 11%; adjusted net income per diluted share was $0.53 vs. $0.50.
• Record end-of-quarter ARR of $126 million, up 12% year over year.
• Company raised FY2025 Adjusted EBITDA growth outlook to 7-8% (from ~5%) and guides Q4 revenue of $106-110M.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits