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United States securities and exchange commission logo
June 26, 2024
James Loch
Chief Financial Officer
Digi International Inc.
9350 Excelsior Blvd., Suite 700
Hopkins, MN 55343
Re: Digi International
Inc.
Form 10-K for the
fiscal year ended September 30, 2023
File No. 001-34033
Dear James Loch:
We have reviewed your June 18, 2024 response to our comment
letter and have the
following comment.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our April 24, 2024
letter.
Form 10-K for the Fiscal Year Ended September 30, 2023
Note 4. Segment Information and Major Customers, page 53
1. We note the information
provided in your prior response regarding your recent
Reorganization and its
impact on the company's organizational structure and segment
identification. Please
address the following as it relates to these recent changes:
Describe further
the ad hoc communications that occur between the CODM and
product line
leaders. Tell us what financial information is provided to the CODM at
the ad hoc meeting
and clarify whether any cost or profitability information at the
product level is
discussed or provided, either formally or informally.
Tell us whether any
ad hoc communications occur between the CODM and segment
managers or other
members of the Executive Leadership Team outside of the
monthly business
review meetings. If so, describe what is discussed at such meetings
and clarify whether
any financial information by segment or product lines is provided
either formally or
informally to the CODM.
James Loch
Digi International Inc.
June 26, 2024
Page 2
Describe further how segment leaders are compensated. In your
response, specify
what segment-level performance measures are used to determine any
incentive compensation, and the CODM s involvement in determining
compensation.
Please contact David Edgar at 202-551-3459 or Kathleen Collins at
202-551-3499 if you
have questions regarding comments on the financial statements and related
matters.
Sincerely,
FirstName LastNameJames Loch
Division of
Corporation Finance
Comapany NameDigi International Inc.
Office of Technology
June 26, 2024 Page 2
cc: Dave Sampsell
FirstName LastName