Acquisition combines Disruptive Technologies’ best-in-class sensing with SmartSense AI and digital workflows to create a trusted data foundation for enterprise AI

Digi International (NASDAQ: DGII), a global leader in IoT connectivity products, solutions and services, today announced its intent to acquire Disruptive Technologies, a global leader in advanced sensing technology. Disruptive Technologies will join SmartSense by Digi, strengthening its critical monitoring platform and its ability to capture, interpret and act on real-world data at enterprise scale.

SmartSense built its platform around Sense, Understand and Act: capturing physical signals, applying AI and analytics to interpret them, and using generative AI and digital workflows to recommend the best next action to generate value. The acquisition of Disruptive Technologies significantly strengthens the Sense layer of the platform.

Disruptive Technologies brings leading, proprietary edge sensor technology to SmartSense enabling monitoring at scale with over 250,000 sensors deployed. Its sensors are smaller than a postage stamp, support a wider range of monitoring conditions, and operate for up to 15 years, much longer than other sensors in the marketplace. In addition, Disruptive Technologies’ breadth of sensing also applies to SmartSense’s existing markets in food and health while opening markets in building automation and occupancy.

"SmartSense and Disruptive Technologies together provide the building blocks for enterprises to operate more effectively by sensing physical operations efficiently at much greater scale," said Ron Konezny, CEO of Digi International. "Physical world intelligence is a foundational layer for enterprise AI, and this acquisition positions Digi to lead that category. We are excited to welcome the Disruptive Technologies team to the Digi family."

"This acquisition is about building an integrated physical-world intelligence platform where differentiated sensing provides trusted ground-truth data, AI turns that data into intelligence, and workflows translate intelligence into the best next action. Disruptive Technologies makes us better at every layer of that equation," said Guy Yehiav, President and SVP of SmartSense by Digi.

"Disruptive Technologies is driven by innovation to sense what matters,” said Erik Fossum Faerevaag, CEO of Disruptive Technologies. "In SmartSense we found an organization that shares that same focus, combining market scale and reliable execution that will turn our sensing technology into measurable value for customers. Their strong customer satisfaction, execution, and scale give us an incredible platform to amplify what we’ve built."

The acquisition establishes SmartSense's first meaningful commercial presence in Europe, built on Disruptive Technologies' established European customer relationships and infrastructure across more than 25 countries worldwide. This will enable multinational customers to standardize on a consistent IoT monitoring platform across regions.

Transaction Terms

Digi executed a definitive agreement to acquire Disruptive Technologies for $130 million in cash, financed using Digi's existing revolving credit facility. In calendar 2025, Disruptive Technologies generated $15M in revenue and $4M in Annualized Recurring Revenue. Integrating Disruptive Technologies and SmartSense is expected to contribute approximately $9 million additional FY28 adjusted EBITDA and free cash flow. Closing the acquisition is subject to regulatory approval prior to closing, which is expected to occur before the end of 2026.

Conference Call Details

Digi will discuss the acquisition of Disruptive Technologies. on a conference call on Thursday, October 1, 2026 at approximately 7:30 a.m. CT (8:30 a.m. ET). The call will be hosted by Ron Konezny, President and Chief Executive Officer, and Jamie Loch, Chief Financial Officer.

Participants may register for the conference call at https://register-conf.media-server.com/register/BI8de0b142bf7b4878ad5392474a2c0bce. Once registration is completed, participants will be provided a dial in number and passcode to access the call. All participants are asked to dial-in 15 minutes prior to the start time.

Participants may access a live webcast of the conference call through the investor relations section of Digi’s website, https://digi.gcs-web.com/ or the hosting website at https://edge.media-server.com/mmc/p/skfe27aq.

A replay will be available within approximately two hours after the completion of the call for approximately one year. You may access the replay via webcast through the investor relations section of Digi’s website.

A copy of this release can be accessed through the financial releases page of the investor relations section of Digi's website at www.digi.com.

For more news and information on us, please visit www.digi.com/aboutus/investorrelations.

About SmartSense by Digi

SmartSense by Digi, a business unit of Digi International (NASDAQ: DGII), is a leading global provider of IoT Sensing as a Service solutions delivering asset tracking, monitoring, process digitization, and digital decisioning across key verticals. For more information, visit www.smartsense.co.

About Disruptive Technologies

Disruptive Technologies is a global leader in advanced sensing technology, combining compact form factors, ultra-low-power design, extended battery life and advanced connectivity with rapid development and manufacturing capabilities.

About Digi International

Digi International (NASDAQ: DGII) is a leading global provider of IoT connectivity products, services, and solutions. Digi helps businesses and mission-critical industries discover the value of connected devices and the data they provide. From embedded modules and routers to enterprise software and managed services, Digi's end-to-end solutions help customers deploy, monitor, and manage their connected infrastructure with confidence. Digi is headquartered in Hopkins, Minnesota. For more information, visit digi.com.

Forward-Looking Statements

This press release contains forward-looking statements that are based on management’s current expectations and assumptions about the acquisition and its impact on Digi’s business and prospects. These statements often can be identified by the use of forward-looking terminology such as "assume," "believe," "continue," "estimate," "expect," "intend," "may," "plan," "potential," "project," "should," or "will" or the negative thereof or other variations thereon or similar terminology. Among other items, these statements relate to expectations of how the acquisition is expected to impact Digi’s business and financial results, projections of future performance, including (but not limited to) expectations regarding the Digi's EBITDA, other financial performance measures, and perceived marketplace opportunities. Such statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions. Among others, these include risks related to our ability to realize synergies and operating benefits from the acquisition, ongoing and varying inflationary and deflationary pressures around the world and the monetary and trade policies of governments globally as well as present and ongoing concerns about a potential recession, the potential for longer than expected sales cycles, the ability of companies like us to operate a global business in such conditions as well as negative effects on product demand and the financial solvency of customers and suppliers in such conditions, risks related to ongoing supply chain challenges that continue to impact businesses globally, regulatory risks that include, but are not limited to, the potential expansion of tariffs and potential changes to regulations impacting the functionality or compliance of our products, risks related to cybersecurity, data breaches and data privacy, risks arising from the present military conflicts between Russia and Ukraine and in the Middle East, the highly competitive market in which we operate, rapid changes in technologies that may displace products sold by us, our reliance on distributors and other third parties to sell our products, the potential for significant purchase orders to be canceled or changed, delays in product development efforts, uncertainty in user acceptance of our products, the ability to integrate our products and services with those of other parties in a commercially accepted manner, potential liabilities that can arise if any of our products have design or manufacturing defects, our ability to defend or settle satisfactorily any litigation, the impact of natural disasters and other events beyond our control that could negatively impact our supply chain and customers, potential unintended consequences associated with restructuring, reorganizations or other similar business initiatives that may impact our ability to retain important employees or otherwise impact our operations in unintended and adverse ways, and changes in our level of revenue or profitability which can fluctuate for many reasons beyond our control. These and other risks, uncertainties and assumptions identified from time to time in our filings with the United States Securities and Exchange Commission, including without limitation, those set forth in Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended September 30, 2025 and other subsequent filings, could cause our actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. Many of these factors are beyond our ability to control or predict. These forward-looking statements speak only as of the date for which they are made. Except to the extent required by law, we do not undertake, and expressly disclaim, any intent or obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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