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While innovation helps our business as it creates new offerings for us to sell, it can also disrupt our business model and create new and stronger competitors.
−Removed: For instance, while cloud-based solutions present an opportunity for us and make up a significant part of our business and future, cloud-based solutions and technologies developed by manufacturer and publisher partners are alternatively marketed directly to customers without utilizing solutions providers like
+Added: For instance, while cloud-based solutions present an opportunity for us and make up a significant part of our business and future, cloud-based solutions and technologies developed by manufacturer and publisher partners are alternatively marketed directly to customers without utilizing solutions providers like us, which can reduce the volume of hardware, software or services we sell, leading to a reduction in our sales and/or profitability.
+Added: Accordingly, we are dependent on continued
INSIGHT ENTERPRISES, INC.
−Removed: us, which can reduce the volume of hardware, software or services we sell, leading to a reduction in our sales and/or profitability.
−Removed: Accordingly, we are dependent on continued innovations by our current vendor partners and our ability to partner with new and emerging technology providers.
+Added: innovations by our current vendor partners and our ability to partner with new and emerging technology providers.
Generally, pricing competition is very aggressive in the industry, and we expect pricing pressures to continue.
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As such, many of these arrangements with partners are easily terminable, and there can be no assurance that manufacturers and publishers will continue to sell or will not limit or curtail the availability of their product to resellers like us.
+Added: Additionally, we act as a paid pass-through agent in EMEA for certain clients and their vendors.
+Added: There is no contractual requirement or guarantee that our clients and these vendors will continue to use us an agent in this capacity.
The loss of, or change in business relationship with, any of our key vendor partners could negatively impact our business.
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We regularly experience partner funding program changes that reduce the incentives many partners make available to us and that change the requirements for earning such incentives.
+Added: Recent changes in incentives for cloud-based solutions impacted our results.
If we are unable to react timely to remediate and effectively respond to these changes in the partner funding programs of publishers and manufacturers, including the elimination of, or significant reductions in, partner funding for some of the activities for which we have been compensated in the past, the changes could have a material adverse effect on our business, financial condition and results of operations.
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We may not be able to keep pace with rapidly evolving technological advances and the evolving competitive marketplace in which we sell our service offerings.
−Removed: Our success depends on our ability to continue to develop and implement services and solutions that
+Added: Our success depends on our ability to continue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology and market demand to serve the needs of our clients.
+Added: For example, cloud, security, and digital-related solutions are continuously evolving, and there is rapid development and technological evolution in areas such as IoT, edge-computing, computer vision, advanced machine learning and AI (including Gen AI and agentic AI), automation, augmented reality, blockchain and as-a-service solutions.
+Added: If we do not invest sufficiently
INSIGHT ENTERPRISES, INC.
−Removed: anticipate and respond to rapid and continuing changes in technology and market demand to serve the needs of our clients.
−Removed: For example, cloud, security, and digital-related solutions are continuously evolving, and there is rapid development and technological evolution in areas such as IoT, edge-computing, computer vision, advanced machine learning and AI (including Gen AI), automation, augmented reality, blockchain and as-a-service solutions.
−Removed: If we do not invest sufficiently in new technologies, effectively market our capabilities with respect to such technologies, or successfully adapt to industry developments and evolving client demand at sufficient speed and scale, we may be unable to develop or maintain a competitive advantage in the market and execute on our growth strategy and initiatives, which could have a material adverse effect on our business.
+Added: in new technologies, effectively market our capabilities with respect to such technologies, or successfully adapt to industry developments and evolving client demand at sufficient speed and scale, we may be unable to develop or maintain a competitive advantage in the market and execute on our growth strategy and initiatives, which could have a material adverse effect on our business.
General economic and political conditions, including unfavorable conditions in a particular region, business or industry sector, may lead our clients to delay or forgo investments in IT hardware, software and services.
Weak economic conditions generally or any broad-based reduction in IT spending would adversely affect our business, operating results and financial condition.
−Removed: A prolonged slowdown in the global economy, including the possibility of recession or financial market instability or similar crisis, or in a particular region or business or industry sector, or the tightening of credit markets, could cause our clients to have difficulty accessing capital and credit sources, delay contractual payments, or delay or forgo decisions to upgrade or add to their existing IT environments, license new software or purchase products or services (particularly with respect to discretionary spending for hardware, software and services).
+Added: A prolonged slowdown in the global economy, including the possibility of recession or financial market instability or similar crisis, or in a particular region or business or industry sector related to tariffs and trade policies or otherwise, or the tightening of credit markets, could cause our clients to have difficulty accessing capital and credit sources, delay contractual payments, or delay or forgo decisions to upgrade or add to their existing IT environments, license new software or purchase products or services (particularly with respect to discretionary spending for hardware, software and services).
Such events could have a material adverse effect on our business, financial condition and results of operations.
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These possible actions or the adoption of new or modified procurement regulations or practices could have a material adverse effect on our business, financial position and results of operations.
−Removed: Worldwide economic conditions and market volatility as a result of political leadership in certain countries and other disruptions to global and regional economies and markets, including continuing increases in inflation and interest rates, the possibility of recession, or financial market instability, may impact future business activities .
+Added: Worldwide economic conditions and market volatility as a result of political leadership in certain countries and other disruptions to global and regional economies and markets, including increases in inflation and interest rates, the effects of tariffs and other trade restrictions, the possibility of recession, trade disputes or financial market instability, may impact future business activities .
External factors, such as potential terrorist attacks, acts of war, geopolitical and social turmoil or epidemics and other similar outbreaks in many parts of the world, could prevent or hinder our ability to do business, increase our costs and negatively affect our stock price.
More generally, these geopolitical, social and economic conditions could result in increased volatility in the United States and worldwide in financial markets and in the economy, as well as other adverse impacts.
−Removed: Potential impacts related to conflicts, such as those ongoing in Ukraine and Gaza, include further market disruptions, including significant volatility in commodity prices, credit and capital markets, supply chain and logistics disruptions, adverse global economic conditions resulting from escalating geopolitical tensions, volatility and fluctuations in foreign currency exchange rates and interest rates, inflationary pressures on raw materials and heightened cybersecurity threats, all of which could adversely impact our business, particularly our European operations.
+Added: Potential impacts related to conflicts, such as those ongoing in Ukraine and the Middle East, include further market disruptions, including significant volatility in commodity prices, credit and capital markets, supply chain and logistics disruptions, adverse global economic conditions resulting from escalating geopolitical tensions and tariffs, volatility and fluctuations in foreign currency exchange rates and interest rates, inflationary pressures on raw materials and heightened cybersecurity threats, all of which could adversely impact our business, particularly our European operations.
INSIGHT ENTERPRISES, INC.
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There are risks associated with our international operations that are different than the risks associated with our operations in the United States, and our exposure to the risks of a global market could hinder our ability to maintain and expand international operations.
−Removed: Outside of the United States, we have operation centers in Armenia,
−Removed: INSIGHT ENTERPRISES, INC.
−Removed: Australia, Canada, France, Germany, India, the Netherlands, the Philippines, Ukraine and the United Kingdom, as well as sales offices throughout EMEA and APAC.
+Added: Outside of the United States, we have operation centers in Armenia, Australia, Canada, France, Germany, India, the Netherlands, the Philippines, Ukraine and the United Kingdom, as well as sales offices throughout EMEA and APAC.
In the regions in which we do not currently have a physical presence, we serve our clients through strategic relationships.
+Added: We have begun expanding our presence in the Middle East, which presents additional complications and opportunities.
In implementing our international strategy, we may face barriers to entry and competition from local companies and other companies that already have established global businesses, as well as the risks generally associated with conducting business internationally.
+Added: INSIGHT ENTERPRISES, INC.
The success and profitability of international operations are subject to numerous risks and uncertainties, many of which are outside of our control, such as:
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We have previously experienced and could in the future experience product constraints due to the failure of suppliers to accurately forecast demand, or to manufacture sufficient quantities of product to meet demand (including as a result of shortages of product components), among other reasons.
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A natural disaster or other adverse occurrence at one of our primary facilities could damage our business.
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A natural disaster, act of terrorism, or public health issue or other adverse occurrence at any of our major sales offices could also negatively impact our business, results of operations or cash flows.
+Added: INSIGHT ENTERPRISES, INC.
Risks Related to Our Technology, Data and Intellectual Property
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As with many other businesses, we, our third-party service providers and a number of our vendors have been and are continually subject to cyberattacks and the risk of data security incidents, the frequency, intensity, and sophistication of which continue to increase year over year.
−Removed: Due to the constant risk of these types of attacks and incidents, we expend significant resources on information technology and data security tools, measures, and processes designed to protect our networks, systems, services, and the personal, confidential or proprietary information in our possession, and to ensure an effective response to any cyber-attack or data security
−Removed: INSIGHT ENTERPRISES, INC.
+Added: Due to the constant risk of these types of attacks and incidents, we expend significant resources on information technology and data security tools, measures, and processes designed to protect our networks, systems, services, and the personal, confidential or proprietary information in our possession, and to ensure an effective response to any cyber-attack or data security incident.
We have privacy and data security policies in place that are designed to detect, prevent, and/or mitigate cyberattacks and data security incidents.
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New and sophisticated tools and methods are constantly being developed by criminals and cyber terrorists to penetrate and compromise systems, including computer viruses, malware, ransomware, phishing, misrepresentation, social engineering and forgery, which make it increasingly challenging to anticipate, harder to detect, and more difficult to adequately mitigate these risks.
−Removed: Malicious individuals, organizations, and nation-state threat actors have and may continue to attempt to penetrate or compromise our network systems, the products we sell, or services we and our third-party contractors provide in order to access, acquire, misappropriate, disclose, alter, or otherwise compromise our teammates’, clients’, and partners’ proprietary, confidential, technical business, and/or personal information in our possession or to which we have access, create system disruptions, cause system or operations shutdowns or perpetrate secondary attacks against our clients, partners, and teammates.
+Added: Malicious individuals, organizations, and nation-state threat actors have and may continue to attempt to penetrate or compromise our network systems, the products we sell, or services we and our third-party contractors provide in order to access, acquire, misappropriate, disclose, alter, or otherwise compromise our teammates’, clients’, and partners’ proprietary,
+Added: INSIGHT ENTERPRISES, INC.
+Added: confidential, technical business, and/or personal information in our possession or to which we have access, create system disruptions, cause system or operations shutdowns or perpetrate secondary attacks against our clients, partners, and teammates.
Such individuals or organizations also may develop or deploy viruses, worms, ransomware or otherwise exploit security vulnerabilities of our systems or our product offerings, or attempt to fraudulently induce our employees, clients or others to disclose passwords or other sensitive information or unwittingly provide access to our systems, data, or client environments.
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In addition, our registered trademarks and trade names are subject to challenge by third parties.
−Removed: INSIGHT ENTERPRISES, INC.
−Removed: impact our ability to continue using those marks and names.
+Added: This may impact our ability to continue using those marks and names.
Likewise, many businesses are actively investing in, developing and seeking protection for intellectual property in the areas of search, indexing, e-commerce and other Web-related technologies, as well as a variety of on-line business models and methods, all of which are in addition to traditional research and development efforts for IT products and application software, and non-practicing entities continue to invest in acquiring patent portfolios for the purpose of turning the portfolios into income-generating assets, whether through licensing campaigns or litigation.
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These types of claims and challenges could have a material adverse effect on our business, financial condition and results of operations.
−Removed: The development, adoption and use of Gen AI may result in increased liability exposure and competitive risk.
−Removed: The development, adoption, and use of Gen AI technologies are complex and still in their early stages, and there are technical challenges associated with achieving the desired level of accuracy, efficiency, and reliability.
−Removed: For example, Gen AI systems that we deploy may be flawed or may be based on datasets that are biased or insufficient.
−Removed: In addition, any latency, disruption, or failure in our Gen AI systems could result in vulnerabilities, delays or errors in our offerings and compromise the integrity, security, or privacy of the generated content and applicable infrastructure.
+Added: The development, adoption and use of Gen AI and agentic AI may result in increased liability exposure and competitive risk.
+Added: The development, adoption, and use of Gen AI and agentic AI technologies are complex and still in their early stages, and there are technical challenges associated with achieving the desired level of accuracy, efficiency, and reliability.
+Added: For example the systems that we deploy may be flawed or may be based on datasets that are biased or insufficient.
+Added: In addition, any latency, disruption, or failure in our systems could result in vulnerabilities, delays or errors in our offerings and compromise the integrity, security, or privacy of the generated content and applicable infrastructure.
These limitations or failures could result in reputational damage, legal liabilities, increased regulatory scrutiny, or loss of client confidence which, in turn, could result in lower than anticipated demand and have a material adverse effect on our business, financial condition and results of operations .
+Added: INSIGHT ENTERPRISES, INC.
Risks Related to Regulatory and Legal Matters
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Revenue from public sector contracts is derived from sales to federal, state and local governmental entities, as well as to educational institutions, through open market sales and various contractual frameworks and programs.
−Removed: Non-compliance with requisite procurement, billing or ordinance-specific administrative rules,
−Removed: INSIGHT ENTERPRISES, INC.
−Removed: procedures, and processes could subject our contracts to protest or make them voidable regardless of whether we bear any responsibility for non-compliance.
+Added: Non-compliance with requisite procurement, billing or ordinance-specific administrative rules, procedures, and processes could subject our contracts to protest or make them voidable regardless of whether we bear any responsibility for non-compliance.
This could also subject us to debarment, suspension, or disqualification from doing business with governmental entities, and could also result in civil, criminal, and administrative liability.
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• resolutions of issues arising from tax examinations and any related interest or penalties.
+Added: INSIGHT ENTERPRISES, INC.
The determination of our worldwide provision for income taxes and other tax liabilities requires estimation, judgment and complex calculations in situations where the ultimate tax determination may not be certain.
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generally accepted accounting principles (“GAAP”), and an additional $225.0 million of obligations outstanding under our inventory financing agreements.
−Removed: At December 31, 2024, $332.9 million of our outstanding debt relates to the Convertible Notes that are convertible at the option of the holders and mature in February 2025, and as a result are classified as a current liability.
−Removed: Additionally, pursuant to an indenture, we issued an aggregate principal amount of $500.0 million in senior unsecured notes due 2032.
−Removed: We also have the ability to borrow an additional $1.8 billion under our senior secured credit facility.
+Added: At December 31, 2025, $493.1 million of our outstanding debt relates to our 6.625% Senior Unsecured Notes that mature in May 2032 (the "Senior Notes") .
+Added: We also have the ability to borrow an additional $1.1 billion under our senior secured credit facility as of December 31, 2025.
Our substantial indebtedness could have important consequences, that could have a material adverse effect on our business, financial condition and results of operations, including the following:
• requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments on our and our subsidiaries’ debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;
−Removed: INSIGHT ENTERPRISES, INC.
• requiring us to comply with restrictive covenants in our senior secured debt facility, which limits the manner in which we conduct our business;
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• limiting our ability to obtain additional debt or equity financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing.
−Removed: We are subject to counterparty risk with respect to the Call Spread Transactions.
−Removed: The option counterparties are financial institutions or affiliates of financial institutions, and we are subject to the risk that one or more of such option counterparties may default under the Call Spread Transactions.
−Removed: Our exposure to the credit risk of the option counterparties will not be secured by any collateral.
−Removed: If any option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the Call Spread Transaction.
−Removed: Our exposure will depend on many factors but, generally, the increase in our exposure will be correlated to the increase in our common stock market price and in the volatility of the market price of our common stock.
−Removed: In addition, upon a default by the option counterparty, we may suffer adverse tax consequences and dilution with respect to our common stock.
Our acquisition strategy may increase our outstanding debt and interest expense and decrease the availability under our financing facilities, all of which could have a material adverse effect on our results of operations and financial condition.
−Removed: To fund our acquisition initiatives, we increase our total borrowings from time to time, such as with the recent acquisitions of SADA and Infocenter.
+Added: To fund our acquisition initiatives, we increase our total borrowings from time to time, such as with the recent acquisitions of Inspire11 and Sekuro.
These additional borrowings have the effect of increasing our future interest expenses and require escalating amortization payments.
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Increased competition arising from industry consolidation and low demand for certain IT products and services may hinder our ability to maintain or improve our gross margins.
−Removed: These low gross margins magnify the impact of variations in revenue and operating costs on our operating results.
−Removed: In addition, our
+Added: These low gross margins magnify the impact of variations in revenue and operating costs on our operating
INSIGHT ENTERPRISES, INC.
−Removed: expense levels are based, in part, on anticipated net sales and the anticipated amount and timing of partner funding, and a portion of our operating expenses are relatively fixed.
+Added: In addition, our expense levels are based, in part, on anticipated net sales and the anticipated amount and timing of partner funding, and a portion of our operating expenses are relatively fixed.
Therefore, we may not be able to reduce spending quickly enough to compensate for any unexpected net sales shortfall, and we may not be able to reduce our operating expenses as a percentage of revenue to mitigate any further reductions in gross margins in the future.
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In addition, a reduction in the amount of credit granted to us by our partners could increase our need for and cost of working capital and have a material adverse effect on our business, financial condition and results of operations.
−Removed: Contractual disputes with our clients and third-party suppliers could be costly, time-consuming, and harm our business and reputation.
+Added: Contractual disputes or collection matters with our clients and third-party suppliers could be costly, time-consuming, and harm our business and reputation.
Our business is contract intensive and we are party to contracts with our clients and suppliers in all of our regions.
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Large contract damages payments could harm our business, reputation, operating results, and financial condition.
−Removed: Any dispute with respect to such obligations could have adverse effects on our relationships with existing or potential clients and suppliers, and harm our business, financial condition, reputation, and operating results.
+Added: Any dispute or collection matter with respect to such obligations could have adverse effects on our relationships with existing or potential clients and suppliers, and harm our business, financial condition, reputation, and operating results.
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.
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If we are unable to continue to attract and retain highly qualified executives, management, sales, service and technical teammates, it could have a material adverse effect on our business, financial condition and results of operations.
+Added: In addition, we are in the process of recruiting and hiring a new Chief Executive Officer and will be subject to risks related to the Company being able to attract a qualified candidate and management risks in transitioning to a new Chief Executive Officer, once hired.
We make significant investments, and incur significant costs, in the recruitment and development of our leadership team, sales executives, solution architects, services engineers, project managers and other IT resources.
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Furthermore, if we are unable to maintain an environment for teammates that is competitive and appealing, it could have an adverse effect on engagement and retention, and a material adverse effect on our business.
−Removed: INSIGHT ENTERPRISES, INC.
The acquisition, integration and operation of acquired businesses may disrupt our business and create additional expenses, and we may not achieve the anticipated benefits of the acquisitions.
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We cannot assure that these risks or other unforeseen factors will not offset the intended benefits of the acquisitions, in whole or in part.
+Added: INSIGHT ENTERPRISES, INC.
Future sales of the Company’s common stock or equity-linked securities in the public market could lower the market price for our common stock.
In the future, we may sell additional shares of our common stock or equity-linked securities to raise capital.
−Removed: In addition, a substantial number of shares of our common stock are reserved for issuance upon the exercise of stock options, upon vesting of restricted stock units, upon conversion of the Convertible Notes and upon exercise of the Warrants.
+Added: In addition, a substantial number of shares of our common stock are reserved for issuance upon the exercise of outstanding stock options and the vesting of outstanding restricted stock units as well as for future issuances under our equity incentive plan.
We cannot predict the size of future issuances or the effect, if any, that they may have on the market price for our common stock.
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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.