Every material Form 8-K Digi International has filed with the SEC since January 31, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
On August 27, 2026, Digi International entered into an amended and restated $350 million senior secured revolving credit agreement with BMO Bank N.A. as administrative agent. The new facility replaces a $250 million agreement dated December 7, 2023, which Digi paid off and terminated, and it matures on August 27, 2031. The company says the expanded capacity and lower pricing give it more financial flexibility for acquisitions, though the filing does not report any earnings or cash flow figures.
$350 million senior secured revolving facility, with an uncommitted accordion of the greater of $130 million or 100% of trailing four-quarter EBITDA, maturing August 27, 2031.
Replaces the $250 million revolving credit agreement dated December 7, 2023, which was paid off and terminated on August 27, 2026.
Term SOFR margins range from 1.25% to 2.625%, compared with 135 to 310 basis points under the prior facility, according to the press release.
Maximum total net leverage covenant increased from 3.0x to 3.50x; minimum interest coverage ratio of 3.00x is unchanged.
Digi International reported results for its fiscal third quarter ended June 30, 2026, with revenue of $139 million, up 29%, and net income of $16 million, up 54%. The company also raised its fiscal 2026 revenue and adjusted EBITDA outlook, which gives shareholders a higher expected range for the full year.
Q3 fiscal 2026 revenue was $139 million, up 29%; net income was $16 million, up 54%; diluted EPS was $0.40, up 48%.
Fiscal 2026 revenue guidance is $529 million to $533 million, up from prior guidance of 20-22% growth.
Fiscal 2026 adjusted EBITDA guidance is $146.0 million to $147.5 million.
Debt net of cash was $81 million at quarter end; operating cash flow was $33 million in the quarter.
Digi International reported record second-quarter fiscal 2026 revenue of $131 million, up 25%, with net income of $11 million, up 8%, for the quarter ended March 31, 2026. The company raised its fiscal 2026 outlook, now expecting revenue growth of 20-22% and adjusted EBITDA growth of 23-26%. Debt of $143 million and net debt of $111 million at quarter end, after the Particle acquisition, remain a balance sheet consideration for shareholders.
Revenue was $131 million, up 25%; net income was $11 million, up 8%; diluted EPS was $0.29, up 4%.
Fiscal 2026 guidance now calls for ARR growth of 25%, revenue growth of 20-22% and adjusted EBITDA growth of 23-26%.
Third-quarter revenue is estimated at $130 million to $134 million, and adjusted EBITDA at $35.5 million to $37.0 million.
Debt was $143 million and cash was $32 million at March 31, 2026, leaving net debt of $111 million after the Particle acquisition in January 2026.
On February 27, 2026, Digi International's Compensation Committee approved one-time performance stock unit awards for CFO James J. Loch and General Counsel David H. Sampsell. The awards are tied to software integration goals and to successor identification and onboarding, and they vest only if the conditions are met.
Loch's award covers up to 14,668 shares, split into three tranches vesting November 1 of 2026, 2027 and 2028.
Sampsell's award covers 12,223 shares, eligible to vest as of December 31, 2028, if he assists with successor onboarding for the general counsel and corporate development roles.
Vesting for both awards depends on continued service and certification of performance by the Committee.
Digi International reported first-quarter fiscal 2026 revenue of $122 million, up 18%, with net income of $12 million, up 16%, and diluted earnings of $0.31 per share, up from $0.27. The company also gave second-quarter revenue guidance of $124 million to $128 million and fiscal 2026 revenue growth of 14% to 18%, which includes the recently acquired Particle business.
Revenue was $122 million, up 18% from $103.9 million a year earlier; net income was $12 million, up 16%.
Diluted earnings per share were $0.31, compared with $0.27; adjusted net income per diluted share was $0.56, up 24%, after the company began including interest expense in that measure.
Guidance: second-quarter revenue of $124 million to $128 million; fiscal 2026 revenue growth of 14% to 18%.
Operating cash flow was $36 million, versus $30 million a year earlier; debt was reduced to $135 million as of December 31, 2025.
Digi International amended its revolving credit agreement with BMO Bank on December 23, 2025, adding a higher pricing tier and generally lowering the margins on borrowings at lower leverage levels. The filing also raises the uncommitted accordion feature for additional borrowing capacity and removes a 10 basis point credit spread adjustment on Term SOFR loans, which changes the company's financing terms but reports no new borrowing or financial results.
Amendment dated December 23, 2025 with BMO Bank N.A. as administrative and collateral agent
Term SOFR margins now range from 1.35% to 3.10%, versus 1.75% to 2.75% under the original agreement
Margin for borrowings until five business days after the Q4 2025 compliance certificate set at 0.85% for base rate loans and 1.85% for Term SOFR loans
Digi International reported fourth-quarter fiscal 2025 revenue of $114 million, up 9%, while net income fell 16% to $10 million and diluted EPS fell 19% to $0.26. For the full year, revenue rose 1% to $430 million and net income rose 81% to $41 million. The company also gave fiscal 2026 outlook calling for revenue growth of 10% to 15%, and the results are mixed for shareholders because sales grew while quarterly GAAP profit declined.
Q4 revenue was $114 million, up 9%; diluted EPS was $0.26, down 19%; adjusted diluted EPS was $0.56, up 8%.
Full-year revenue was $430 million, up 1%; net income was $41 million, up 81%; diluted EPS was $1.08, up 77%.
Fiscal 2026 outlook projects revenue growth of 10% to 15% and ARR growth of approximately 10%; first-quarter revenue is estimated at $114 million to $118 million.
Digi completed its acquisition of Jolt Software in August for $145.7 million, net of cash assumed.
Digi International reported third-quarter fiscal 2025 revenue of $107.5 million, up from $105.2 million a year earlier, and net income of $10.2 million, up 6%. The company raised its fiscal 2025 Adjusted EBITDA growth outlook to 7-8% from about 5%, while keeping its ARR and revenue projections unchanged, and reduced long-term debt to $40.1 million from $123.2 million at September 30, 2024.
Q3 revenue was $107.5 million, up from $105.2 million; diluted EPS was $0.27 versus $0.26, and Adjusted EPS was $0.53 versus $0.50.
Fiscal 2025 Adjusted EBITDA growth outlook raised to 7-8%, up from about 5%; ARR growth of 10% and flat revenue projections are unchanged.
Fourth-quarter guidance: revenue of $106 million to $110 million, Adjusted EBITDA of $25.5 million to $27.0 million, and Adjusted EPS of $0.47 to $0.51.
Long-term debt fell to $40.1 million at June 30, 2025, and cash was $20.1 million.
Digi International reported fiscal second-quarter 2025 results for the period ended March 31, 2025. Revenue fell 3% to $105 million, while net income rose to $10 million from $4 million and diluted EPS rose to $0.28 from $0.11. The company raised its fiscal 2025 profit outlook, now projecting Adjusted EBITDA growth of 5%, but its revenue outlook of roughly flat year over year is unchanged.
Revenue was $105 million, down 3% year over year; ARR reached $123 million, up 12%.
Net income was $10 million ($0.28 per diluted share) versus $4 million ($0.11) a year earlier; adjusted EPS was $0.51 versus $0.49.
Fiscal 2025 Adjusted EBITDA is now projected to grow 5% year over year, up from a prior projection of roughly flat.
Debt was reduced to $70.0 million at quarter end; the company expects a net cash positive position at fiscal year end.
Digi International reported first fiscal quarter 2025 results for the period ended December 31, 2024. Revenue fell 2% to $104 million, while net income was $10 million compared with a net loss of $3 million a year earlier, and the company left its fiscal 2025 outlook unchanged.
Revenue was $104 million, down 2% from the prior-year quarter.
Net income was $10 million, or $0.27 per diluted share, compared with a net loss of $3 million, or $0.08 per diluted share.
Annualized Recurring Revenue was $120 million at quarter end, up 11%.
Outstanding debt was reduced to $95.0 million, and fiscal 2025 guidance was unchanged, with revenue and Adjusted EBITDA projected to be flat year over year.
Digi International director Sally Smith, who joined the board in 2018, will retire effective after the 2025 annual meeting, which is scheduled for February 3, 2025. The company also nominated Valerie Heusinkveld and Allison West Hughes for election to the board at that meeting, and the filing states Ms. Smith's retirement was not due to any dispute with the company.
Sally Smith served on the Audit Committee and chaired the Nominating and Governance Committee; she informed the company of her decision on December 11, 2024.
Valerie Heusinkveld is a former CFO of Cradlepoint, Inc. (2012 to 2021) and Purcell Systems (2007 to 2012).
Allison West Hughes is a Corporate Vice President at Microsoft Corporation, in the role since July 2022.
Nominees will be voted on by stockholders at the annual meeting scheduled for February 3, 2025.
Digi International reported fiscal fourth-quarter revenue of $105 million, down 6% from a year earlier, and full-year fiscal 2024 revenue of $424 million, down 5%. GAAP net income rose in the quarter to $12 million but fell for the full year to $23 million, while adjusted EPS was flat at $0.52 for the quarter and $1.99 for the year. The company guided fiscal 2025 revenue and adjusted EBITDA to be flat year over year, with ARR projected to grow about 10%.
Q4 revenue $105 million, down 6%; Q4 diluted EPS $0.32 vs. $0.17; full-year diluted EPS $0.61 vs. $0.67
Q4 gross profit margin 61.1%, up 400 basis points; ARR at quarter end $116 million, up 9%
Fiscal 2025 outlook: revenue and adjusted EBITDA flat; ARR projected to grow approximately 10%
First quarter fiscal 2025 guidance: revenue $102 million to $106 million; adjusted EPS $0.46 to $0.50
Digi International reported fiscal third-quarter 2024 results for the period ended June 30, 2024, with revenue down 6% to $105 million while net income rose to $10 million from $7 million. Management said it expects fiscal 2024 revenue to fall about 5% and Adjusted EBITDA to rise about 1%, in line with prior guidance, and that Annualized Recurring Revenue (ARR) growth for the year now exceeds 5%.
Q3 revenue was $105 million, down 6%; diluted EPS was $0.26 versus $0.18 a year earlier
Adjusted net income per diluted share was $0.50, flat year over year
ARR reached $113 million at quarter end, up 9%; Q4 revenue is estimated at $102 million to $106 million
Net debt was $152 million at quarter end after revolver payments; interest expense fell to $3.2 million from $6.6 million
Digi International reported second fiscal quarter 2024 revenue of $108 million, down 3% from a year earlier, and net income of $4 million, down from $6 million. The company lowered its fiscal 2024 Adjusted EBITDA range and now projects revenue down 5% year over year, citing customers who are more cautious on second half demand and longer sales cycles.
Q2 revenue was $108 million, down 3%; diluted EPS was $0.11 versus $0.16, and adjusted diluted EPS was $0.49, flat year over year
Company accrued an approximate $6 million liability for pending litigation in the quarter
Fiscal 2024 revenue is projected to be down 5% year over year; Adjusted EBITDA range lowered slightly
Third quarter revenue guidance is $103 million to $107 million, with adjusted diluted EPS of $0.47 to $0.51
Digi International reported first fiscal quarter 2024 revenue of $106 million, down 3% from a year earlier, and a GAAP net loss of $0.08 per diluted share, compared with net income of $0.16 per share in the prior-year quarter. The loss reflects a one-time $10 million debt issuance cost write-off, while adjusted net income per diluted share was flat at $0.48 and the company left its fiscal 2024 outlook unchanged.
Revenue was $106 million, down 3%; gross profit margin rose 130 basis points to 57.6%.
Net loss per diluted share was $0.08, including a $0.26 impact from a term loan debt issuance cost write-off, versus net income of $0.16 a year earlier.
Adjusted net income per diluted share was $0.48, flat year over year; Adjusted EBITDA was $23 million, flat.
For the second fiscal quarter, revenue is estimated at $105 million to $109 million; fiscal 2024 outlook is unchanged.
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