What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-12 compared with 2025-02-14 · 100 added, 95 removed, 197 unchanged (50% of the section changed)

Today, every business is a technology business.

We help our clients accelerate their digital journey to modernize their businesses and maximize the value of technology.

At Insight, we accelerate transformation by unlocking the power of people and technology.

We turn complexity into clarity, helping clients achieve meaningful business outcomes and drive real results at scale.

We serve these clients in North America;

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and Asia-Pacific (“APAC”).

As a Fortune 500-ranked solutions integrator, we enable secure, end-to-end digital transformation and meet the needs of our clients through a comprehensive portfolio of solutions, far-reaching partnerships and 36 years of broad IT expertise.

As a Fortune 500-ranked Solutions Integrator, we deliver secure, end-to-end digital transformation and meet the needs of our clients through a comprehensive portfolio of solutions, far-reaching partnerships and 37 years of broad IT expertise.

We amplify our solutions and services with global scale, local expertise and our e-commerce experience, enabling our clients to realize their digital ambitions in multiple ways.

Our offerings in North America and certain countries in EMEA and APAC include hardware, software and services, including cloud solutions.

Our offerings in the remainder of our EMEA and APAC segments consist largely of software and certain software-related services and cloud solutions.

The Company is organized in the following three operating segments, which are primarily defined by their related geographies:

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* Additional detailed segment and geographic information can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and in Note 20 to the Consolidated Financial Statements in Part II, Item 8 of this report.

Insight began operations in Arizona in 1988, incorporated in Delaware in 1991 and completed its initial public offering in 1995.

Insight began operations in Arizona in 1988, incorporated in Delaware in 1991 and completed our initial public offering in 1995.

Our corporate headquarters are located in Chandler, Arizona.

From our original location in the United States, we expanded nationwide and then entered Canada in 1997 and the United Kingdom in 1998.

Through a combination of acquisitions and organic growth, we continued to increase our geographic coverage and expand our technical capabilities.

Our acquisitions were as follows:

Prior to 2019, we acquired Software Spectrum, Inc.

(2006), Calence, LLC (2008), MINX Limited (2008), Ensynch, Inc.

(2011), Inmac GmbH (2012), Micro Warehouse BV (2012), BlueMetal Architects, Inc.

(2015), Ignia, Pty Ltd (2016), Datalink Corporation (2017), Caase Group B.V.

(2017), and Cardinal Solutions Group, Inc.

Our acquisitions from 2019 through today included:

• 2019 – PCM, Inc.

(“PCM”), a provider of multi-vendor technology offerings, including hardware, software and services which complemented our supply chain expertise, adding scale and clients in the commercial space primarily in North America;

• 2020 – vNext SAS (“vNext”), a French digital consulting services and managed services provider, increasing our capacity to deliver consulting and implementation services to support clients’ digital transformation initiatives to our clients in EMEA;

• 2022 - Hanu Software Solutions, Inc.

and Hanu Software Solutions (India) Private Ltd.

(collectively, "Hanu"), a global leading cloud technology services and solutions provider, which increased our capacity to provide cloud solutions to clients.

Hanu also has a recruiting and development academy which expanded our technical expertise in India;

• 2023 - Amdaris Group Limited ("Amdaris"), a service provider with core expertise in providing software application and development services for clients, which added to

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Insight’s global application and Data & AI practices.

Through a combination of acquisitions and organic growth, we continue to increase our geographic coverage and expand our technical capabilities.

Our recent acquisitions from 2023 through today include:

• 2023 - Amdaris Group Limited ("Amdaris") is a service provider with core expertise in providing software application and development services for clients, which added to Insight’s global application and Data & artificial intelligence ("AI") practices.

Amdaris also specializes in customized solutions for cloud, mobile, data analytics and web application development helping clients digitally transform faster.

• 2023 - SADA Systems, LLC ("SADA"), a Google cloud service provider with engineering capabilities across the entire Google Cloud stack specializing in Google Cloud priority workloads.

The SADA acquisition positioned Insight to further benefit from the growing trend of multicloud adoption and Gen AI, accelerating Insight’s progress toward its strategic objective of growing cloud services and solutions;

• 2023 - SADA Systems, LLC ("SADA") is a Google cloud service provider with engineering capabilities across the entire Google Cloud stack specializing in Google Cloud priority workloads.

The SADA acquisition positions us to further benefit from the growing trend of multicloud adoption and Gen AI, accelerating Insight’s progress toward its strategic objective of growing cloud services and solutions.

• 2024 - Infocenter.io ("Infocenter") is a leader in digital transformation, leveraging their deep expertise in ServiceNow’s comprehensive suite of capabilities.

The Infocenter acquisition increases our relevance to our clients driving digital transformation in their organizations.

• 2024 - New World Tech Limited ("NWT") is a consultancy-led company that provides technology strategy and transformation services.

• 2025 - Inspire11 LLC ("Inspire11") is an award-winning technology delivery firm with deep expertise in advisory, data, and AI.

Through its advanced capabilities and outcome-driven approach, Inspire11 helps empower us to close the AI gap by transforming bold ideas into tangible business outcomes with real-world impact.

• 2025 - Sekuro Limited (“Sekuro”), is a global cybersecurity and digital resilience provider that offers end-to-end security services for enterprises and governments.

The acquisition significantly expands our

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cybersecurity capabilities in APAC, positioning us to better meet the growing demand for comprehensive security solutions in an increasingly complex threat landscape.

Our Purpose and Values

We accelerate digital transformation by unlocking the power of people and technology.

We solve our clients’ technology challenges by combining the right hardware, software, and services.

We live by our core values of hunger, heart and harmony, which guide how we act as an organization and as a team, capturing the essence of our culture, and reminding us of what we’ve promised to live up to every day.

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We refer to our customers as “clients,” our suppliers as “partners” and our employees as “teammates”.

The worldwide total addressable market for enterprise IT spend is forecasted to be $4.9 trillion by 2027 according to Gartner, a leading IT research and advisory company.

We believe our addressable market represents approximately $780 billion in annual sales and for the year ended December 31, 2024, our net sales of $8.7 billion represented approximately 1% of that highly diverse market.

The worldwide total addressable market for business IT spend is forecasted to exceed $6 trillion by 2029 according to Gartner, a leading IT research and advisory company.

We believe our addressable market represents approximately $1.3 trillion in 2026.

Our 2025 net sales of $8.2 billion represented less than 1% of that highly diverse market.

We believe that we are well positioned in this highly fragmented global market with sales locations in 21 countries and our deep experience delivering IT solutions across the globe.

Our ambition is clear — we aspire to be the leading solutions integrator, setting the pace and defining a new category in our industry.

Our ambition is clear — we aspire to be an AI-first, leading solutions integrator, setting the pace and defining a new category in our industry.

Building upon the strong foundation of our traditional technology business, we bring innovative and scalable solutions — a combination of services and products — that accelerate transformation and produce meaningful outcomes for our clients.

To achieve our ambition, teammates are focused on our strategic objectives — put clients first, deliver differentiation, champion our culture, and drive profitable growth.

To achieve our ambition, we are focused on our strategic objectives — put clients first, empower teammates, deliver impact with excellence, and drive profitable growth.

Put clients first

Our primary goal is to put our clients first, becoming the partner they cannot live without, by delivering essential value for their technology transformation needs.

We help our clients make the complex simple and look beyond the problems they are facing today to drive outcomes that energize future success.

We help them modernize their business by offering solutions that

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maximize the value of technology and enable secure, end-to-end transformation solutions and services.

Deliver differentiation

We deliver differentiation through our innovative and scalable solutions, exceptional technical talent and a compelling portfolio built on over 36 years of IT experience.

Combined with thoughtful strategic acquisitions, differentiated expertise and deep partner relationships, we deliver a compelling client experience driving faster outcomes.

Our simple and strong portfolio of offerings and our robust roster of technical experts and industry leaders help us deliver client value efficiently and with the accountability our clients expect.

Champion our culture

We see our strong culture as a driver for growth.

We are purpose-driven and values-led and are focused on championing our teammates to deliver exceptional client experience.

We are building on this foundation, developing a culture of high performance, and continuing to push forward our culture of harmony, diversity and inclusion.

Our primary goal is to put our clients first, earning the right to be essential.

We deeply understand our clients’ business imperatives and always make decisions with our clients in mind.

We know with precision and clarity what matters most to them and prioritize their success.

We assemble the right capabilities for their needs and know how to put all the pieces together.

Empower teammates

Our teammates are our biggest differentiator.

We require accountability and a growth mindset.

Teammates must own their decisions and their role in driving Insight’s growth.

We cultivate curiosity, continuous learning, and skills-building.

We act quickly and execute effectively.

Deliver impact with excellence

Activity does not equal results.

We measure what matters:

the outcomes we deliver to our clients.

We deliver those outcomes with the quality they have come to expect from Insight’s exceptional technical talent, compelling portfolio and deep partner relationships.

We deliver client value with speed, agility, and innovation.

Drive profitable growth

We relentlessly pursue high performance, operational excellence and profitable growth.

We are transforming our sales capabilities and aligning our incentives to focus on our solutions portfolio.

We continue to streamline our account coverage to match skills with client needs and propensity to buy services.

We continue to transform our sales capabilities and align our incentives to focus on our solutions portfolio.

We are streamlining

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our account coverage to match skills with client needs and propensity to buy services.

We believe the key to our success is focusing on doing a finite number of things and doing them really well.

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We are differentiated in our ability to combine our expertise in technology integration with our technical services to create solutions that deliver meaningful client outcomes at scale.

We adapt quickly to innovative technology trends such as Gen AI.

We invest internally as well as through acquisitions to advance our technical capabilities and better serve the needs of our clients.

We invest organically and through acquisitions to advance our technical capabilities and better serve the needs of our clients.

We have strong solutions expertise in high growth areas of the IT market that allows us to drive digital transformation and business outcomes for our clients.

Our most recent acquisitions of Amdaris, SADA and Infocenter enhance our areas of expertise and expand the capabilities of our services, creating the opportunity to deliver more value for our clients.

Our most recent acquisitions of Infocenter, NWT, Inspire11, and Sekuro enhance our areas of expertise and expand the capabilities of our services, creating the opportunity to deliver more value for our clients.

We believe our key areas of solutions expertise are critical to our clients' success and to our identity as a solutions integrator:

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• Cybersecurity

• Data & Artificial Intelligence ("AI")

• Digital Workplace

• Digital Workplace & Devices

• Intelligent Applications

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We architect and deliver modern infrastructure solutions, provide management and support spanning multiple cloud and data center platforms, modern networks, and edge technologies, to enable our clients to digitally transform their businesses.

Typical outcomes for our clients include scaling their infrastructure foundation for innovation, increasing workload agility, resiliency and flexibility, improving visibility and control of

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data assets, delivering better user and customer experiences, and enabling purposeful digital transformation.

Typical outcomes for our clients include scaling their infrastructure foundation for innovation, increasing workload agility, resiliency and flexibility, improving visibility and control of data assets, delivering better user and customer experiences, and enabling purposeful digital transformation.

Cybersecurity – Enhance resilience, mitigate risk and safeguard critical assets.

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Our clients typically benefit from enhanced threat detection, streamlined security management, effective governance and compliance, improved risk management, and comprehensive responses to security incidents.

Data and AI – Drive more value, faster, with integrated AI, data platforms and business intelligence.

Insight’s data and AI solutions leverage our deep expertise in data readiness and both traditional and generative AI to help clients innovate and grow.

We excel in planning, building, and optimizing modern data platforms and architectures, ensuring effective data analytics and AI solutions.

We deliver strategic and secure solutions, enhanced through our intellectual property, that transform business operations and user experiences.

Clients working with Insight benefit from rapid scalability, well-prepared data estates for Gen AI adoption, increased visibility and informed decision-making, optimized resources and costs, and new revenue opportunities.

We are differentiated by our repeatable methodologies and agile, user-centric approach, which consistently enable clients to achieve their business goals and find greater value from their AI investments.

Digital Workplace – Create a productive, flexible and secure workplace.

Data & AI – Unlock tangible value and drive growth with data and AI.

Our data and AI solutions focus on turning AI potential into tangible business results.

We facilitate success by aligning our clients' business goals, technology, and people from day one.

Our approach involves building a solid data foundation, architecting for speed and reusability, and managing the human element of change to foster a culture of innovation.

By guiding clients from strategy and a data-backed business case to full execution, we help create a cycle of ongoing improvement.

Our clients typically benefit from accelerated sales pipelines, unlocked revenue capacity, significant operational efficiencies, and a clear, scalable roadmap for their AI transformation.

Digital Workplace & Devices – Create a productive, flexible and secure workplace.

Our digital workplace solutions focus on helping clients navigate workplace changes and meeting employee needs for seamless work experiences.

We offer a range of services, including endpoint management, identity and access controls, and organizational change management.

Our solutions elevate employee and user experiences, increase return on workplace technology investments, enhance data protection, boost productivity and mobile capabilities, and simplify IT lifecycle management.

Insight excels in providing excellent collaborative experiences through technology, leading through change, and enabling secure work from anywhere operations.

By tightly integrating our digital workplace practice with our market-leading Device-as-a-Service (DaaS) offerings, we deliver a differentiated, high-value solution that secures and optimizes the modern hybrid enterprise.

This unified approach transforms a capital expense area into a

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reliable stream of recurring services revenue and drives significant gross margin expansion.

Our end-to-end device lifecycle management, combined with deep expertise in endpoint management, identity controls and organizational change, helps ensure that our clients' employees are equipped for secure work from anywhere.

This holistic service significantly elevates the employee experience, boosts productivity, and enhances data protection, all while simplifying IT lifecycle management and increasing the typical return on workplace technology investments.

Intelligent Applications – Improve developer productivity and application scalability and maintenance with enhanced software quality and speed to market.

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Our approach focuses on enhancing the developer experience, integrating applications seamlessly and infusing AI to drive innovation.

We help clients navigate the complexities of app modernization, ensuring their legacy systems are updated and optimized for today’s digital landscape.

We help clients navigate the complexities of app modernization, updating and optimizing their legacy systems for today’s digital landscape.

By leveraging our expertise, clients benefit from improved application performance, streamlined development processes and cutting-edge AI capabilities that enhance functionality and user experience.

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This compares to 43% and 57%, respectively, of our gross profit in 2024 and 46% and 54%, respectively, of our gross profit in 2023.

Additional detailed sales mix information by

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operating segment can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and in Note 19 to the Consolidated Financial Statements in Part II, Item 8 of this report.

Additional detailed sales mix information by operating segment can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and in Note 20 to the Consolidated Financial Statements in Part II, Item 8 of this report.

Our Competition

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Our competition primarily includes:

• Systems integrators and digital consultants such as ePlus, Presidio, World Wide Technology, EPAM, Accenture, Atos and Capgemini;

• Technology providers, value-added resellers and direct marketers such as CDW, Cognizant, Zones, Connection, SHI, Softchoice, Computacenter, Bechtle, and SoftwareONE.

• Systems integrators and digital consultants such as Accenture, Capgemini, Atos, HCL Technologies, Tata Consultancy Services and Infosys;

• Technology providers, value-added resellers and direct marketers such as CDW, Presidio, World Wide Technology, SHI and Computacenter.

The competitive landscape in the industry is continually changing as various companies expand their product and services offerings.

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As with other areas, we compete with solutions providers, systems integrators, value-added resellers, and hyperscale vendors.

We sometimes compete directly with publishers and manufacturer partners for many of these offerings, including Microsoft, Cisco Systems, Dell, HP Inc.

We sometimes compete directly with publisher and manufacturer partners for many of these offerings, including Microsoft, Cisco Systems, Dell, HP Inc.

and Adobe Systems.

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Purchases from Microsoft and TD Synnex accounted for approximately 32% and 12%, respectively, of our aggregate purchases in 2025.

No other partner accounted for more than 10% of purchases in 2024.

Our top five partners as a group for 2024 were Microsoft, TD Synnex (a distributor), Google, Cisco Systems and Ingram Micro (a distributor), and approximately 55% of our total purchases during 2024 came from this group of partners.

No other partner accounted

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for more than 10% of purchases in 2025.

Our top five partners as a group for 2025 were Microsoft, TD Synnex (a distributor), Google, Cisco Systems and Ingram Micro (a distributor).

Approximately 63% of our total purchases during 2025 came from this group of partners.

Although brand names and individual products are important to our business, we believe that competitive sources of supply are available in substantially all of our product categories such that, with the exception of Microsoft, we are not dependent on any single partner for sourcing products.

During 2024, sales of Microsoft and Cisco Systems products accounted for approximately 18% and 11% of our consolidated net sales, respectively.

During 2025, sales of Microsoft products accounted for approximately 17% of our consolidated net sales.

No other manufacturer’s or publisher’s products represented 10% or more of our consolidated net sales in 2025.

Sales of product from our top five manufacturers/publishers as a group (Microsoft, Cisco Systems, Dell, HP Inc.

Sales of product from our top five manufacturers/publishers as a group (Microsoft, Dell, Cisco Systems, HP Inc.

and Lenovo) accounted for approximately 50% of our consolidated net sales during 2025.

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We believe that these incentives (or partner funding) and other marketing assistance allow us to increase our marketing reach and strengthen our relationships with leading manufacturers and publishers.

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We are always focused on understanding our partners’ changing objectives and developing plans and programs to grow our mutual businesses.

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Successful execution of our business strategy and strategic initiatives involves attracting, developing and retaining teammates who share our core values of hunger, heart and harmony.

We are shaping the future of work at Insight with a focus on (1) enhancing teammate engagement and culture, (2) attracting and developing top technical and strategic talent globally, (3) developing a high-performance culture, and (4) driving diversity programs that enhance teammate inclusion globally.

Various ways that we attract, develop and retain qualified and motivated teammates include:

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and (4) Delivering results.

• An important part of the Company’s culture is its commitment to diversity and inclusion.

Insight supports eleven teammate resource groups, which represent various diverse groups of teammates and boast 1,600+ active members.

• An important part of the Company’s culture is its commitment to inclusion.

Insight supports twelve teammate resource groups, which represent various diverse groups of teammates and boast 1,600+ active members.

• Our leaders carefully review and monitor our annual Teammate Pulse Survey results and create action plans to increase teammate engagement.

• A charitable foundation funded by the Company, its teammates and its partners provides financial support in crisis situations to support impacted teammates and their families.

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• Insight offers teammates paid days off to either volunteer their time to charitable organizations in the communities where they live and work or to use for mental health.

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• Insight was recognized in Forbes World’s Best Employers List (2025);

• We were also named one of Forbes’ Best Large Employers for 2024;

• We achieved a perfect score on the Human Rights Campaign Foundation’s Corporate Equality Index and the Disability Equality Index (2023-2024);

• We were named one of Forbes America's Best Employers for Company Culture (2025);

• We achieved a perfect score on the Human Rights Campaign Foundation’s 2025 Corporate Equality Index;

• Additionally, we received numerous Great Place to Work recognitions globally.

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As of December 31, 2025, we employed 14,505 teammates.

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Distribution 511

For a discussion of risks associated with our dependence on certain personnel, including sales personnel, see “Risk Factors – General Risk Factors – We depend on certain key personnel,” in Part I, Item 1A of this report.

For a discussion of risks associated with our dependence on certain personnel, including sales personnel, see “Risk Factors – General Risk Factors – We depend on certain key management personnel and our ability to attract, train and retain skilled teammates to satisfy client demand, including highly skilled technical resources with experience in key digital areas” in Part I, Item 1A of this report.

Our Seasonality

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• business clients, particularly larger enterprise businesses in the United States, tend to spend more, particularly on product, in our fourth quarter;

• sales to the federal government in the United States are often stronger in our third quarter, while sales in the state and local government and education markets are also often stronger in our second quarter;

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• sales to the federal government in the United States are often stronger in our third quarter, while sales in the state and local government and education markets are often stronger in our second quarter;

• sales to public sector clients in the United Kingdom are often stronger in our first quarter.

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Our backlog has fluctuated significantly in the past few years, primarily due to the mix of products available and our client's responses to supply chain constraints.

The supply chain constraints that previously existed in recent years have largely normalized across all product categories.

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The supply chain constraints that previously existed in recent years largely normalized across all product categories as of December 31, 2025;

however, entering 2026 we anticipate that this could change for certain categories.

For example, a global memory (DRAM and NAND) shortage is expected in 2026.

Our Intellectual Property

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We also license our intellectual property rights to third parties.

We have registered our key domain names and brands in the United States and in certain relevant foreign jurisdictions, and, from time to time, filed patent applications for our qualifying technical solutions.

We protect our intellectual property by registering our key trademarks and domain names in the United States and relevant foreign jurisdictions.

Additionally, we strategically file patent applications and have obtained patents for our proprietary technologies.

Our intellectual property assets are important to us, and we continue to invest in their promotion and protection.

For a discussion of risks associated with our intellectual property, see “Risk Factors – We may not be able to protect our intellectual property adequately, and we may be subject to intellectual property infringement claims,” in Part I, Item 1A of this report.

For a discussion of risks associated with our intellectual property, see “Risk Factors – Risks Related to Our Technology, Data and Intellectual Property - We may not be able to protect our intellectual property adequately, and we may be subject to intellectual property infringement claims,” in Part I, Item 1A of this report.

Our Information Technology Systems

We have committed significant resources to the digital systems that we develop, deploy and use to manage our business.

We continue to invest in developing and deploying digital platforms and cloud-native systems that we use to operate our business and improve the customer experience.

Our success, in part, depends on our ability to provide prompt and efficient service and support to our clients based on the accuracy, quality and utilization of these systems.

Because our digital systems and platforms impact our ability to manage our sales, client service, partner relationships, distribution, inventories, accounting systems and internal networks, we continue to mature our global cybersecurity, risk, and compliance programs with automation, additional skillsets, and an integrated tech platform.

We are focused on driving improvements in sales productivity and client experience through increased innovation and enhancements to our customer-facing e-commerce, cloud and managed services platforms and internal systems with the goals of continuously improving client satisfaction, consistently attracting new clients and increasing overall business efficiency.

We use a common set of core applications to run our business, across all operating segments.

For a discussion of risks associated with our internal and customer-facing systems, see “Risk Factors – Risks related to Our Technology, Data and Intellectual Property – Disruptions in our systems and voice and data networks could affect our ability to service our clients and cause us to incur additional expenses,” in Part I, Item 1A of this report.

Because our digital infrastructure and platforms are directly tied to our ability to manage critical functions, we continue to strengthen cybersecurity through zero-trust frameworks and integrated risk management tools.

Our IT strategy focuses on innovation and scalability to enhance customer-facing e-commerce, cloud and managed services platforms, as well as internal systems, with the goal of improving client satisfaction, attracting new clients, and increasing efficiency.

We are also leveraging AI and machine learning to drive operational efficiency, improve security, and deliver personalized client experiences.

Key initiatives include predictive analytics, automated compliance monitoring and intelligent workflows that reduce manual intervention.

In addition, we are modernizing internal platforms with cloud-native architectures, API-driven integrations and modular design to enable faster deployment, better interoperability, and greater agility.

For a discussion of risks related to internal and customer-facing systems, see “Risk Factors – Risks related to Our Technology, Data and Intellectual Property” in Part I, Item 1A of this report.

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Information about our Executive Officers

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Burger worked at Capgemini, a global leader in consulting, technology services and digital transformation, for 29 years in a diverse range of roles.

His responsibilities encompassed leading integration of mergers and acquisitions, digital and cloud solutions, business

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applications, consulting, strategy, and transformation.

His responsibilities encompassed leading integration of mergers and acquisitions, digital and cloud solutions, business applications, consulting, strategy, and transformation.

Most recently, he led Capgemini's global business lines in the North America market, with prior leadership roles spanning business services and engineering, U.S.

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Morgado joined Insight in January 2022 as Senior Vice President of Finance and was promoted to Chief Financial Officer in January 2025.

Prior to joining Insight, from November 2017 to December 2021, he served as the Vice President of Finance for Synopsys, Inc., an enterprise software engineering company focused on electronic design automation, where he was responsible for Corporate Planning, FP&A, Treasury, Procurement and Supply Chain Finance.

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Procurement and Supply Chain Finance.

Prior to Synopsys, Mr.

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in various leadership positions within Finance.

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Mullen , President and Chief Executive Officer, Age 63

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business